Form 4: SOLENO THERAPEUTICS Director Matthew Pauls Receives Restricted Stock Unit Grant

Matthew Pauls, a Director at Soleno Therapeutics Inc. (SLNO), was granted 3,991 restricted stock units (RSUs) as part of his compensation, increasing his total beneficial ownership to 10,491 shares.

Summary

• On June 5, 2025, Matthew Pauls, a Director of Soleno Therapeutics Inc. (SLNO), acquired 3,991 shares of Common Stock in the form of Restricted Stock Units (RSUs) at a price of $0 per share.
• Each RSU represents a contingent right to receive one share of Common Stock.
• The RSUs are scheduled to vest on the earlier of the twelve-month anniversary of June 5, 2025, or the day before the next annual stockholder meeting, contingent upon Mr. Pauls' continued service as a Service Provider.
• Mr. Pauls has elected to defer the receipt of the shares underlying the vested RSUs until he ceases to provide services to the Issuer or upon a change of control of the Issuer.
• Following this transaction, Mr. Pauls' total beneficial ownership of Soleno Therapeutics Common Stock stands at 10,491 shares, which includes both directly held shares and other RSUs subject to vesting schedules.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive as it indicates a routine compensation event that aligns director interests with shareholders, without any negative implications or significant financial impact on the company's operations or outlook.

Positives

• The grant of Restricted Stock Units (RSUs) to Director Matthew Pauls aligns his interests with those of the shareholders, as the value of his compensation is tied to the company's stock performance.
• The deferral election by Mr. Pauls indicates a long-term commitment to the company, as he will receive the shares only upon cessation of service or a change of control.

Risks

• The Restricted Stock Units (RSUs) are subject to forfeiture if the Reporting Person ceases to be a Service Provider before the vesting conditions are met.
• The value of the RSUs upon vesting and delivery is dependent on the future market price of Soleno Therapeutics' Common Stock, introducing market risk.

Future Outlook

The granted Restricted Stock Units (RSUs) are set to vest on the earlier of June 5, 2026 (the twelve-month anniversary of the grant date) or the day before the next annual stockholder meeting, provided the Director continues to serve. The actual delivery of shares from these vested RSUs is deferred until the Director ceases service or a change of control occurs.

Management Comments

• The acquisition of 3,991 Restricted Stock Units (RSUs) by Director Matthew Pauls reflects a standard component of director compensation, designed to align management and board interests with long-term shareholder value.

Industry Context

The granting of Restricted Stock Units (RSUs) to directors is a common practice in the biotechnology and pharmaceutical industries, including for companies like Soleno Therapeutics, to attract and retain experienced board members and align their incentives with the company's long-term performance and shareholder interests.

Comparison to Industry Standards

• The grant of Restricted Stock Units (RSUs) as a form of equity compensation to directors is a widely adopted practice across publicly traded companies, particularly in the life sciences sector, including peers of Soleno Therapeutics.
• The vesting schedule tied to continued service and the deferral option are standard mechanisms used to promote long-term commitment and tax efficiency for recipients, comparable to practices seen at companies like BioMarin Pharmaceutical Inc. or Sarepta Therapeutics, Inc. for their non-employee directors.

Corporate Governance

Stakeholder Impact

• Shareholders: The RSU grant aligns the interests of Director Matthew Pauls with shareholders, as his compensation value is tied to the company's stock performance, potentially encouraging decisions that enhance long-term shareholder value.
• Employees: No direct impact on general employees is indicated by this director-specific compensation filing.

Next Steps

• The Restricted Stock Units (RSUs) will vest on the earlier of June 5, 2026, or the day before the next annual stockholder meeting, subject to continued service.
• Shares underlying the vested RSUs will be delivered to Matthew Pauls upon his cessation of service to the Issuer or upon a change of control of the Issuer, as per his deferral election.

Key Dates

Keywords

SEC Form 4, Soleno Therapeutics, SLNO, Matthew Pauls, Restricted Stock Units, RSU, Director Compensation, Insider Transaction, Equity Grant, Stock Ownership