SEC Form 8-K filed by Soleno Therapeutics Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): January 21, 2026

SOLENO THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

100 Marine Pkwy, Suite 400

Redwood City, CA 94065

(Address of principal executive offices)

(650) 213-8444

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

(e) Named Executive Officer Compensation

On January 21, 2026, the Board of Directors of Soleno Therapeutics, Inc., (the “Company”) following a review of the Company’s executive compensation program by its independent compensation consultant and Compensation Committee, and upon the Compensation Committee’s recommendations, approved certain increases to the base salaries for fiscal year 2026, the payment of cash bonuses for fiscal year 2025 and certain equity awards for the Company’s named executive officers as follows:

Also on January 21, 2026, the Board of Directors, upon the recommendation of the Compensation Committee, approved a Key Executive Change in Control and Severance Plan (the “Executive Plan”). The Executive Plan was approved to make certain enhancements in the event of certain qualifying terminations of employment, both outside of and in connection with a change in control of the Company, to better align with market practices and to align Company’s severance practices across the organization. The Executive Plan is summarized below.

The Executive Plan provides for certain severance payments and benefits to be provided to a participant in the event such participant’s employment is terminated under specified circumstances as set forth in the Executive Plan, subject to the participant satisfying certain conditions, including the delivery of a release of all claims in favor of the Company. Participants under the Executive Plan include all Vice Presidents and above, including the Company’s named executive officers currently employed by the Company: Anish Bhatnagar, the Chief Executive Officer, James Mackaness, the Chief Financial Officer, Meredith Manning, the Chief Commercial Officer, and Patricia Hirano, the Senior Vice President of Regulatory Affairs.

If a participant experiences either a termination without “Cause” or a “Good Reason Termination” (each, as defined in the Executive Plan, and either referred to as an “Involuntary Termination”) outside of the time period commencing three months prior to a change in control and ending 12 months after a change in control (the “Change in Control Period”), the Company shall provide the participant with a payment equal to a number of months of base salary plus the target bonus percentage for the year in which the Involuntary Termination occurs, and a number of months of COBRA coverage, each as described in the table below. No vesting acceleration of then-outstanding equity awards is provided under the Executive Plan upon an Involuntary Termination outside of the Change in Control Period, except in the case of the Chief Executive Officer.

If a participant experiences an Involuntary Termination during the Change in Control Period, the Company shall provide the participant with a payment equal to a number of months of base salary plus the target bonus percentage for the year in which the Involuntary Termination occurs, a number of months of COBRA coverage and full vesting acceleration of then-outstanding equity awards, each as described in the table below.

The Executive Plan provides that if any payments or benefits received by a participant under the Executive Plan or otherwise would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code (the “Code”) and be subject to excise taxes imposed by Section 4999 of the Code, such amount will either be delivered in full or reduced so as not to be subject to excise taxation, whichever amount results in a greater amount received by the participant on an after-tax basis. The Executive Plan does not require the Company to provide any tax gross-ups.

The foregoing description of the Executive Plan is not complete and is qualified in its entirety by reference to the full text of the form of Executive Plan, which is filed as Exhibit 10.1 hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.