Norrett Kevin 4
4 · SOLENO THERAPEUTICS INC · Filed May 18, 2026
Research Summary
AI-generated summary of this filing
Soleno (SLNO) CBO Kevin Norrett Sells Shares in Merger
What Happened Kevin Norrett, Chief Business Officer of Soleno Therapeutics (SLNO), disposed of a total of 86,072 securities in connection with the company’s merger on May 18, 2026. The filing shows: 17,786 shares of common stock and 64,286 RSU-based derivative shares were cancelled and converted into cash at the merger consideration of $53.00 per share (17,786 × $53 = $942,658; 64,286 × $53 = $3,407,158; combined = $4,349,816). An additional 4,000 derivative securities (an option) were cancelled for a cash payment equal to (Merger Consideration − option exercise price) × 4,000; the filing does not disclose the option exercise price, so that amount is not specified.
This was not an open-market sale but a disposition to the issuer as part of the merger—i.e., a cash-out of stock, RSUs and options under the merger agreement.
Key Details
- Transaction date: May 18, 2026 (effective time of the Merger).
- Consideration: $53.00 per share for common shares and RSUs (per merger terms).
- Reported dispositions: 17,786 common shares; 64,286 RSU-derived shares; 4,000 option-derived shares.
- Cash received (reported/calculable): $4,349,816 for the 17,786 common + 64,286 RSU shares at $53 each. Additional cash for the 4,000-option cancellation depends on the option exercise price and is not disclosed in the filing.
- Footnotes: F1–RSUs converted to $53 cash; F2–common shares converted to $53 cash; F3–options cancelled for a cash payment equal to (Merger Consideration − exercise price) × shares.
- Shares owned after transaction: not specified in this filing.
- Timeliness: Report covers the transaction date and was filed with period of report 2026-05-18 (no late filing indicated).
Context
- These dispositions were merger-driven conversions/cancellations (disposition to issuer), not voluntary open-market sales, so they reflect deal mechanics rather than a trading decision by the insider.
- RSUs and options were settled for cash under the merger agreement; options were not exercised to deliver shares but were cashed out for their intrinsic value.
- For retail investors, merger cash-outs are routine corporate actions; they do not necessarily indicate the insider’s view of future company prospects beyond accepting the merger terms.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-05-18−17,786→ 0 total - Disposition to Issuer
Stock Option (Right to buy)
[F3]2026-05-18−64,286→ 0 totalExercise: $47.25Exp: 2035-11-17→ Common Stock (64,286 underlying) - Disposition to Issuer
Stock Option (Right to buy)
[F3]2026-05-18−4,000→ 0 totalExercise: $43.65Exp: 2036-01-21→ Common Stock (4,000 underlying)
Footnotes (3)
- [F1]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.