Norrett Kevin 4

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.