Joshi Manher 4

What Happened

• Manher Joshi, Chief Development Officer of Soleno Therapeutics (SLNO), had three dispositions on 2026-05-18 that together covered 97,192 shares (20,171 common + 72,321 derivative + 4,700 derivative). Under the Merger Agreement, each share/vested RSU was cancelled and converted into the right to receive $53.00 per share (the Merger Consideration). That implies gross proceeds of roughly $5,151,176; one derivative item was an option cancellation whose cash payment equals (Merger Consideration − option exercise price) × number of option shares, so the actual cash for that piece may be lower.

Key Details

• Transaction date: 2026-05-18 (effective time of the Merger).
• Price/consideration: $53.00 per cancelled share/RSU (per Merger Consideration); option cancellation paid based on difference vs. exercise price (per footnote).
• Shares/units disposed: 20,171 (common) + 72,321 (derivative—RSUs) + 4,700 (derivative—likely option) = 97,192 total.
• Approximate gross cash value (if all at $53): ~$5.15 million; option portion may be less depending on exercise price.
• Shares owned after transaction: not reported in this Form 4; the Merger cancelled issued shares and RSUs.
• Footnotes from the filing:
  • F1: RSUs were cancelled and converted into $53 cash per unit.
  • F2: Each issued and outstanding common share was cancelled for $53 cash.
  • F3: Options were cancelled for cash equal to (Merger Consideration − exercise price) × number of option shares.
• Filing timeliness: Form filed with period and filing date 2026-05-18 — appears timely and related to the Merger.

Context

• This was not an open-market sale but a cash-out in connection with the company being acquired (Merger). RSUs and shares were converted into cash at the agreed merger price; option cancellation payments depend on option exercise prices. Such merger-related dispositions reflect the deal terms rather than a trading decision by the insider.