Form 4: Soleno Therapeutics Director William G. Harris Receives Significant RSU Grant

Soleno Therapeutics Inc. Director William G. Harris was granted 3,991 restricted stock units (RSUs) on June 5, 2025, as part of his compensation, aligning his interests with shareholders.

Summary

• William G. Harris, a Director of Soleno Therapeutics Inc. (SLNO), acquired 3,991 shares of Common Stock in the form of Restricted Stock Units (RSUs) on June 5, 2025.
• The transaction code 'A' indicates an acquisition, and the price of $0 signifies that these were granted as compensation rather than purchased.
• Each RSU represents a contingent right to receive one share of Common Stock.
• These RSUs are set to vest on the earlier of the twelve-month anniversary of June 5, 2025, or the day before the next annual stockholder meeting, contingent on Mr. Harris's continued service as a Service Provider.
• Mr. Harris has elected to defer the receipt of the shares underlying these RSUs until he ceases to provide services to the Issuer or upon a change of control of the Issuer.
• Following this transaction, William G. Harris beneficially owns a total of 19,392 shares of Common Stock, including other RSUs subject to their respective vesting schedules.

Sentiment

Score: 7

Explanation: The grant of restricted stock units to a director is a positive sign of aligning management incentives with shareholder value, representing a routine and expected form of compensation.

Positives

• The grant of Restricted Stock Units (RSUs) to a director aligns management's long-term interests with those of the shareholders, as the value of the compensation is tied to the company's stock performance.
• Equity compensation is a standard practice for attracting and retaining experienced board members.

Future Outlook

The document indicates that the granted Restricted Stock Units (RSUs) will vest on the earlier of the twelve-month anniversary of June 5, 2025, or the day before the next annual stockholder meeting, subject to continued service. The shares will be delivered upon cessation of services or a change of control of the Issuer, based on the Reporting Person's deferral election.

Management Comments

• "/s/ Anish Bhatnagar, Attorney-in-Fact" Signature on behalf of the Reporting Person, William G. Harris.

Industry Context

The grant of Restricted Stock Units (RSUs) to a director is a common and standard practice across various industries for compensating board members and aligning their financial interests with the long-term performance of the company. This transaction reflects a routine aspect of corporate governance and executive compensation within the biotechnology or pharmaceutical sector, where Soleno Therapeutics operates.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a form of equity compensation for directors is a widely adopted practice across publicly traded companies, including those in the biotechnology and pharmaceutical sectors, such as Biogen Inc. or Gilead Sciences, Inc., which frequently utilize similar equity-based incentives for their board members.
• The vesting schedule tied to continued service and specific dates (e.g., annual meeting or 12-month anniversary) is typical for RSU grants to ensure retention and long-term commitment.
• The deferral election option for RSU payouts is also a common feature in executive compensation plans, offering tax planning flexibility to recipients, comparable to practices seen at companies like Pfizer Inc. or Johnson & Johnson.

Corporate Governance

Related Party Transactions

• The grant of 3,991 Restricted Stock Units (RSUs) to William G. Harris, a Director of Soleno Therapeutics Inc., constitutes a related party transaction as it involves compensation provided by the company to a member of its board of directors.

Stakeholder Impact

• Shareholders: Positive impact as the equity grant aligns the director's financial interests with the company's stock performance, potentially encouraging decisions that enhance shareholder value.
• Employees: No direct impact mentioned, but a well-compensated and aligned board can contribute to overall company stability and success, indirectly benefiting employees.

Next Steps

• Vesting of the 3,991 Restricted Stock Units (RSUs) on the earlier of the twelve-month anniversary of June 5, 2025, or the day before the next annual stockholder meeting.
• Delivery of shares underlying the vested RSUs to William G. Harris upon his cessation of services to Soleno Therapeutics Inc. or upon a change of control of the Issuer, as per his deferral election.

Key Dates

Keywords

SOLENO THERAPEUTICS, SLNO, Form 4, Restricted Stock Units, RSU, Director Compensation, Equity Grant, Insider Transaction, William G. Harris, Beneficial Ownership