UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File No.: 001-36593

Soleno Therapeutics, Inc.

(Exact name of Registrant as specified in its charter)

Registrant’s telephone number, including area code: (650) 213-8444

Securities Registered Pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of stock held by non-affiliates of the registrant on June 30, 2025, based on the closing price of $83.78 for shares of the registrant’s Common Stock as reported by the Nasdaq Capital Market, was approximately $4.1 billion. Shares of Common Stock held by each executive officer, director and beneficial holder of 5% or more of the outstanding Common Stock have been excluded in that such persons may be deemed affiliates.

As of April 29, 2026, there were 52,120,147 shares of the registrant’s Common Stock, par value $0.001 per share, outstanding.

Auditor Name: CBIZ CPAs P.C. Auditor Location: San Francisco, CA Auditor Firm ID: 199

INDEX

EXPLANATORY NOTE

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Composition of the Board of Directors

Our business and affairs are managed under the direction of our board of directors, which is currently composed of six members. Each director’s term continues until the election and qualification of such director’s successor, or such director’s earliest death, resignation or removal.

The following table sets forth the names and ages as of April 1, 2026, and certain other information for each of the directors:

Anish Bhatnagar, M.D. Dr. Bhatnagar has been our Chief Executive Officer since the creation of Soleno in 2017 and the Chairman of the Board since April 2025. Dr. Bhatnagar is a physician with over 25 years of experience in the biopharmaceutical and medical device industries. His experience spans development of biologics, drugs, drug-device combinations and diagnostic as well as therapeutic medical devices. His prior experience includes working at Coulter Pharmaceuticals, Inc. from 1998 to 2000 and Titan Pharmaceuticals, Inc. from 2000 to 2006. He is the author of several peer-reviewed publications, abstracts and book chapters. He completed his Residency and Fellowship training in the U.S. at various institutions, including Georgetown University Hospital and the University of Pennsylvania.

We believe Dr. Bhatnagar is able to make valuable contributions to our Board of Directors due to his service as an executive officer of our Company, including as Chief Executive Officer, extensive knowledge of pharmaceutical company operations, and extensive experience working with companies, regulators and other stakeholders in the pharmaceutical and medical device industries.

Matthew Pauls. Mr. Pauls joined our Board of Directors in August 2023 and has served as Lead Independent Director since August 2024. He has served as the Chief Executive Officer of Savara Inc. (NASDAQ: SVRA), a biopharmaceutical company focused on rare respiratory diseases, since December 2020, as well as the Chair of its Board of Directors since September 2020. Mr. Pauls has served as a member of Savara’s Board of Directors since April 2017 and as a member of the board of directors of Savara’s predecessor company, Mast Therapeutics, Inc., from October 2015 to April 2017. Previously, Mr. Pauls was the founder of Spartan Biopharma Insights, LLC, where he provided strategic advisement to institutional investors, and company management teams on investment thesis assessment, capitalization strategy, mergers and acquisitions, clinical execution, and commercialization from December 2019 to September 2020. He served on the board of directors of Zyla Life Sciences (previously Egalet Corporation) (OTCQX: ZCOR), a commercial-stage life sciences company with a portfolio of medicines for pain and inflammation, from January 2019 until its merger with Assertio Therapeutics, Inc. in May 2020. From August 2014 to November 2019, Mr. Pauls served as President and Chief Executive Officer of Strongbridge Biopharma plc (NASDAQ: SBBP) (Strongbridge), a biopharmaceutical company focused on therapies that target rare diseases that Mr. Pauls led through an initial public offering. He also served as a member of the board of directors of Strongbridge from September 2015 to November 2019. From April 2013 to August 2014, Mr. Pauls was Chief Commercial Officer of Insmed, Inc. (NASDAQ: INSM), a publicly traded global biopharmaceutical company focused on rare diseases. From 2007 to April 2013, Mr. Pauls worked at Shire Pharmaceuticals, a global specialty biopharmaceutical company, most recently as Senior Vice President, Head of Global Commercial

Operations from May 2012 to April 2013. Earlier in his career, from 1997 to 2007, Mr. Pauls held senior positions at Bristol-Myers Squibb in Brand Management and Payor Marketing and at Johnson & Johnson in various U.S. and global commercial roles. Mr. Pauls is also a member of the Board of Directors at Amplo Biotechnology, a private gene therapy company focused on rare neuromuscular disorders. Mr. Pauls holds B.S. and M.B.A. degrees from Central Michigan University and a J.D. from Michigan State University College of Law.

We believe Mr. Pauls is able to make valuable contributions to our Board of Directors due to his extensive commercialization, strategic planning and operations experience in the biopharmaceutical industry, particularly with therapies for rare diseases.

Birgitte Volck, M.D., Ph.D. Dr. Volck joined our Board of Directors in June 2019. Dr. Volck served as Senior Vice President, Head Clinical Development and Medical Affairs at Ascendispharma from July 2021 to December 2023, and from October 2022 to December 2023 also served as Interim Chief Medical Officer. From December 2018 to October 2020, Dr. Volck served as the President R&D at AVROBIO Inc., a clinical stage gene therapy company. From 2016 to 2018, she served as head of Research and Development, Rare Diseases, for GlaxoSmithKline. From 2012 to 2016, Dr. Volck served as the Chief Medical Officer and Senior Vice President of Development at Swedish Orphan Biovitrum AB. Prior to this, from 2007 to 2012, she held various positions at Amgen Inc., including Executive Development Director, Bone, Neuroscience & Inflammation. From 2004 to 2007, Dr. Volck served as Nordic Medical Director and Project Director at Genzyme A/S, and from 2001 to 2004, she served as Head of Clinical Development and Medical Affairs at Pharmexa. From February 2025 to January 2026, Dr. Volck served as a non-executive director for OMass Therapeutics. From May 2021 to January 2025, Dr. Volck served as a director and member of the R&D committee for Nykode A/S. Dr. Volck served as a director for Ascendis Pharma A/S from 2016-2021. She also served as a director for Wilson Therapeutics AB from May 2017 to May 2018 until it was acquired by Alexion Pharmaceuticals for $850 million. Dr Volck served as a director of TFS International AB from 2016 - 2020. Dr. Volck received her M.D. and Ph.D. degrees from Copenhagen University, Denmark.

We believe Dr. Volck is able to make valuable contributions to our Board of Directors due to her extensive experience in business development in our industry and her valuable experience in corporate governance and on other boards.

Andrew Sinclair, PhD. Dr. Sinclair has been a member of our Board of Directors since December 2018. Dr. Sinclair is currently a Managing Director at Abingworth LLP (Abingworth), a life sciences investment group. He has been at Abingworth since November 2008 where he has served in various positions focusing on investments in public and private biotech and pharmaceutical companies. Prior to joining Abingworth, he was senior equity analyst, director at HSBC Global Markets, where he was responsible for investment research in the mid-cap pharmaceutical sector. Previously, Dr. Sinclair held biotechnology analyst positions at Credit Suisse and SG Cowen. Dr. Sinclair currently serves on the board of directors of Adicet Bio, Inc., a public company, and previously served on the boards of directors of Sierra Oncology, Inc., (a public company acquired by GSK plc) from November 2019 to July 2022, and Verona Pharma plc (Nasdaq: VRNA) from July 2016 to April 2022. Dr. Sinclair also serves on the boards of directors of the following private companies: Entact Bio Inc, Ascend Advanced Therapies Group Inc., Timberlyne Therapeutics Inc. and R1 Therapeutics Inc. Dr. Sinclair received his B.Sc. in Microbiology from King's College London and his Ph.D. in Chemistry and Genetic Engineering at the BBSRC Institute of Plant Science, Norwich. Dr. Sinclair qualified as a chartered accountant, formerly with KPMG LLP.

We believe Dr. Sinclair is qualified to serve on our board of directors due to his background in strategic development within the life sciences industry.

Dawn C. Bir. Ms. Bir joined our Board of Directors in August 2024. Ms. Bir has served as Interim President and Chief Executive Officer of Geron Corporation since March 2025. Prior to that, Ms. Bir served as Executive Vice President and Chief Commercial Officer of Reata Pharmaceuticals, Inc., a biopharmaceutical company, from September 2016 until Reata’s acquisition by Biogen, Inc, in September 2023. She led marketing, market access, commercial operations and sales through the launch of Reata’s first approved drug for the treatment of Friedreich’s Ataxia, a rare, inherited, and progressive neuromuscular disease. From February 2013 to September

2016, Ms. Bir served as Vice President of Sales and member of the executive leadership team with Pharmacyclics through their acquisition by AbbVie. She built and led Pharmacyclics’ national hematology sales organization and was responsible for the company’s first approved product launch in the United States and Puerto Rico. From October 2011 to February 2013, Ms. Bir served as Vice President Sales & Marketing of SKY Pharmaceuticals Packaging, Inc & Rx Pak, two business units within the U.S. Pharmaceutical and Specialty Solutions Division of McKesson Corporation, a global healthcare company, where she was responsible for multiple functions and revenue centers. From 1996 to October 2011, Ms. Bir held several commercial leadership positions of increasing responsibility within Genentech, Inc., a member of the Roche Group, a global pharmaceutical company, and Bristol Myers Squibb Company, a global pharmaceutical company. Ms. Bir currently sits on the board of Geron Corporation (NASDAQ: GERN) and holds a B.S in Biology from Binghamton University.

We believe Ms. Bir is able to make valuable contributions to our Board of Directors due to her extensive marketing, market access, commercial operations and sales experience in the biopharmaceutical industry, particularly with product launches for therapies for rare diseases.

Mark Hahn. Mr. Hahn recently served as Chief Financial Officer of Verona Pharma PLC from March 2020, through the phase 3 program and launch of its first approved product, and until its acquisition by Merck & Co., Inc. for approximately $10 billion in October 2025. From January 2018 until its acquisition by Swedish Orphan Biovitrum (Sobi) for up to $915 million in November 2019, Mr. Hahn served as CFO of Dova Pharmaceuticals, where he was instrumental in raising capital and in the launch of Dova’s first commercial rare disease product. From 2010 until its acquisition by Melinta Therapeutics in 2017, Mr. Hahn was CFO of Cempra, Inc. where he led the company’s IPO and several subsequent follow-on offerings. Prior to Cempra, Mr. Hahn was the CFO of several other public and private companies. Mr. Hahn began his career at Ernst & Young. Mr. Hahn also serves as a Board member and Audit Committee Chair for Opterion Health AG. He received a Bachelor of Business Administration degree in Accounting and Finance from the University of Wisconsin-Milwaukee and is a certified public accountant in Maryland and North Carolina.

We believe Mr. Hahn is able to make valuable contributions to our Board of Directors due to his vast experience as a finance professional in the biomedical and pharmaceutical industries.

Executive Officers

The following table identifies certain information about our executive officers as of April 1, 2026. Mr. Mackaness resigned as Chief Financial Officer of the Company effective upon Mrs. Fulk’s first day of employment, which was March 2, 2026. Each executive officer serves at the discretion of our Board of Directors and holds office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. There are no family relationships among any of our directors or executive officers.

* Mr. Mackaness stepped down as our Chief Financial Officer on March 2, 2026.

Anish Bhatnagar, M.D. For a biography of Dr. Bhatnagar, please see the above section entitled “Composition of the Board of Directors.”

Jennifer Fulk. Mrs. Fulk most recently served as Chief Operating Officer and Chief Financial Officer of 120Water, Inc. from September 2024 through October 2025. Previously, she served as Chief Financial Officer of Talkspace, Inc., a publicly traded virtual behavioral healthcare company, from July 2021 to May 2024. Mrs. Fulk spent more than 15 years at Eli Lilly and Company in finance executive roles, including Chief Financial Officer, U.S. Bio-Medicines; Vice President, Investor Relations; Vice President, Global Finance and Integration, Elanco; and Chief Financial Officer, Lilly Germany, Austria, and Switzerland. In these roles, she led global finance teams, supported commercial and R&D organizations, and partnered closely with executive leadership on strategy, operations, and capital markets engagement. Mrs. Fulk holds a Bachelor of Science in Information Systems and a Master of Business Administration from Indiana University.

James Mackaness. Mr. Mackaness joined the Company full time in November 2020. From November 2019 until November 2020, Mr. Mackaness had been providing services on a consulting basis as a partner at FLG Partners, a leading Silicon Valley chief financial officer services and board advisory consultancy. Mr. Mackaness became a partner at FLG Partners in September 2019. Mr. Mackaness has over 20 years of experience as a chief financial officer. His experience spans pharmaceutical and medical device companies as well as high tech companies, both in the public and private sectors. Mr. Mackaness served as Chief Financial Officer for Invuity, Inc., from August 2015 through its sale to Stryker Corporation in October 2018 and left at the end of January 2019 after assisting with the successful integration. Prior to that, Mr. Mackaness was the Chief Financial Officer and Chief Operating Officer of IRIDEX Corporation until August 2015. And before that, he served as Chief Financial Officer of NextHop Technologies, Inc., a networking wireless technology company and Infogear Technologies Corporation an internet appliance technology company which was sold to Cisco Systems, Inc. Mr. Mackaness began his career at Ernst & Young LLP, with his last position being audit manager. He earned a B.A. with honors in Psychology from the University of Warwick, England and is a Chartered Accountant.

Meredith Manning. Ms. Manning joined the Company as its Chief Commercial Officer in January 2024 and brings more than 25 years of strategic leadership in global commercialization within the biopharmaceutical and medical device industries. Prior to joining the Company, Ms. Manning served as President of the Americas and on the U.S. Board of Directors at PharmaEssentia Corporation from February 2020 until November 2023, where she spearheaded the U.S. regulatory approval and commercial launch of BESREMi®. Prior to PharmaEssentia, Ms. Manning served as the Chief Commercial Officer at resTORbio from September 2018 until December 2019. She also previously held senior marketing and field leadership roles at Baxter International, Baxalta (now Takeda), Vertex Pharmaceuticals and Pfizer. Ms. Manning holds an M.B.A. from the University of Chicago Booth School of Business and a B.A. in Political Science from Colorado College.

Kevin Norrett. Mr. Norrett most recently served as Chief Operating Officer of Codexis, Inc. from October 2022 to November 2025. Mr. Norrett served as the Chief Business Officer of Sierra Oncology, a public clinical stage oncology company acquired by GlaxoSmithKline plc, from August 2020 to September 2022, where he oversaw sales and marketing, pricing and market access, corporate strategy, business development, and corporate communications. He served as Chief Commercial Officer at Angion Biomedica Corp., a public clinical stage biopharmaceutical company, from July 2019 to August 2020. Prior to Angion, Mr. Norrett held roles of increasing responsibility at Aimmune Therapeutics, Inc., a public biopharmaceutical company that was acquired by Nestlé Health Science, between January 2017 and July 2019, ultimately serving as Vice President, Marketing, Market Access & Commercial Operations from May 2019 until July 2019. Prior to Aimmune, Mr. Norrett was Vice President of Market Access & Commercial Development at ZS Pharma, Inc., a biopharmaceutical company, from October 2014 until January 2017. Mr. Norrett holds a B.S. in Biological Sciences from the University of California, Davis, an M.S. in Biochemistry and Molecular Biology from the University of California, Los Angeles and an M.B.A. from the University of California, Berkeley, Haas School of Business.

Manher (AJ) Joshi. Dr. Joshi served as Chief Medical Officer of Neurona Therapeutics, a clinical-stage biotherapeutics company, from April 2024 until October 2025. From August 2016 to February 2024, Dr. Joshi served in multiple leadership roles, culminating as EVP, CMO and Head of Clinical Development at Atara Biotherapeutics. From May 2011 to August 2016, Dr. Joshi served in multiple leadership roles, culminating as Senior Director, Medical Affairs at Allergan Medical. Prior to that, Dr. Joshi served in a variety of leadership roles at Hunt Bioventures, Synageva BioPharma Corp, Genzyme and HealthBanks. Dr. Joshi received his BA and Medical Degree from Boston University/ Boston University School of Medicine and completed his residency in Internal Medicine at Yale.

Patricia Hirano. Ms. Hirano is our Senior Vice President, Regulatory Affairs and has over 20 years of regulatory affairs in the biopharmaceutical industry. She joined the Company as Vice President, Regulatory Affairs in January, 2019. Prior to this, Ms. Hirano served as Head, Regulatory Affairs and Quality on a consulting basis. In this role, she was instrumental in the preparation and execution of meetings with the FDA and the European Medicines Agency (EMA), as well as obtaining US Fast-Track Designation and European Orphan Designation for DCCR. During this time, she was also responsible for the oversight of CMC and nonclinical aspects of DCCR’s development. Prior to consulting for the Company, Ms. Hirano was an independent consultant since May 2010 during which she was responsible for Regulatory Affairs strategy and development for client’s investigational biopharmaceutical, biosimilar, and combination products. She also conducted due-diligence for potential in-licensing products, developed project timelines and budgets, and prepared Orphan Drug Designation and Orphan Grant applications. From May 2006 to April 2010, she served as Director, Regulatory Affairs for Capnia, Inc. and was responsible for all aspects of regulatory affairs for the company’s investigational new drug product. Prior to Capnia, Inc., Ms. Hirano was Associate Director, Regulatory Affairs at Titan Pharmaceuticals, Inc. from August 2003 to April 2006; Management Consultant at PRTM (now PWC) from February to December 2002; Senior Regulatory Affairs Specialist from February 1998 to March 1999 and Manager, Regulatory Affairs from April 1999 and February 2002 at CV Therapeutics (acquired by Gilead Sciences in 2009); and Regulatory Affairs Associate from January 1994 to February 1997 and Senior Regulatory Affairs Associate from February 1997 to February 1998 at Matrix Pharmaceutical, Inc. (acquired by Chiron Corporation in 2002). She earned a Bachelor’s degree in physical education from the University of California, Berkeley, and Master of Public Health degree from San Jose State University.

Kristen Yen. Ms. Yen has over 25 years of clinical research experience in the pharmaceutical and medical device industries. She joined the Company 2006, and currently serves as the Senior Vice President of Global Clinical Operations and Patient Advocacy. Prior to joining the Company, she managed multiple U.S. and global clinical studies in oncology and held various positions of increasing responsibility at Titan Pharmaceuticals. She began her career in the industry as a clinical employee at PRA International. She has served as a team member and managed clinical studies in neonatology, neurology, pulmonary/allergy, cardiovascular disease, endocrine/metabolic disease, and oncology. She earned a Bachelor of Science degree in mathematics from the University of California, Davis, and a Master of Science degree in cell, molecular and neurosciences from the University of Hawaii, Manoa.

Michael Huang, M.D. Dr. Huang joined the Company as Senior Vice President, Clinical Development in November 2023 and had previously worked with us as a consultant since April 2023. Prior to joining Soleno, Dr. Huang was the Chief Medical Officer of DTx Pharma from May 2022 to January 2023, of AmMax Bio, Inc. from May 2020 to May 2022 and of Spruce Biosciences from June 2017 to February 2020. Earlier in his career, Dr. Huang held leadership roles at Regulus Therapeutics, Auspex Pharmaceuticals (until its acquisition by Teva), and Santarus, Inc. (until its acquisition by Salix). Dr. Huang received his Bachelor’s degree in molecular and cell biology from the University of California at Berkeley, his medical degree from the Chicago Medical School at Rosalind Franklin University, and his post-graduate internship and residency training from the University of California at Irvine / Long Beach Memorial Medical Center.

Board Leadership Structure

Following the retirement of our long-time Chairman, Dr. Ernest Mario, in August 2024, our Board of Directors appointed Matthew Pauls to serve as our Lead Independent Director. On April 9, 2025, Dr. Bhatnagar was appointed as the Chairman of our Board of Directors with Matthew Pauls remaining in his role as Lead Independent Director. As a general matter, our Board of Directors believes that appointing a Lead Independent Director, while our Chief Executive Officer serves as Chairman, creates an environment that encourages objective oversight of management’s performance and enhances the effectiveness of our Board of Directors as a whole. As Lead Independent Director, Matthew Pauls will preside over periodic meetings of our independent directors, serve as a liaison between our Chief Executive Officer and Chairman of the Board and our independent directors and perform such additional duties as our Board of Directors may otherwise determine and delegate.

Board Committees

Our Board of Directors has the authority to appoint committees to perform certain management and administration functions. Our Board of Directors has an audit committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each committee are described below. Members will serve on these committees until their resignation or until otherwise determined by our Board of Directors. The inclusion of our website address in this proxy statement does not incorporate by reference the information on or accessible through our website into this proxy statement.

Audit Committee

Our audit committee consists of Andrew Sinclair, Birgitte Volck and Mark Hahn, each of whom satisfies the independence requirements under NASDAQ listing standards and Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended (the Exchange Act). The chairperson of our audit committee is currently Dr. Sinclair. William G. Harris served as a member and the chairperson of the audit committee until his death in November 2025. Each member of our audit committee can read and understand fundamental financial statements in accordance with audit committee requirements. In arriving at this determination, our Board of Directors has examined each audit committee member’s scope of experience and the nature of his or her employment in the corporate finance sector.

Our audit committee oversees our corporate accounting and financial reporting process and assists our Board of Directors in oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, our independent auditor’s qualifications, independence and performance and our internal accounting and financial controls. Our audit committee is responsible for the appointment, compensation, retention and oversight of our independent auditors. Our Board of Directors has determined that Mr. Harris is an audit committee financial expert, as defined by the rules promulgated by the SEC.

Compensation Committee

Our compensation committee currently consists of Matthew Pauls, Andrew Sinclair and Dawn Bir, each of whom our Board of Directors has determined to be independent under NASDAQ listing standards, a “nonemployee director” as defined in Rule 16b-3 promulgated under the Exchange Act, and an “outside director” as that term is defined in Section 162(m) of the Internal Revenue Code (Code Section 162(m)). The chairperson of our compensation committee is Mr. Pauls. William G. Harris served as a member of the compensation committee until his death in November 2025.

Our compensation committee oversees our compensation policies, plans and benefits programs and assists our Board of Directors in meeting its responsibilities with regard to oversight and determination of executive compensation. In addition, our compensation committee reviews and makes recommendations to our Board of Directors with respect to our major compensation plans, policies and programs and assesses whether our compensation structure establishes appropriate incentives for officers and employees.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee currently consists of Birgitte Volck, Matthew Pauls and Dawn Bir, each of whom our Board of Directors has determined to be independent under NASDAQ listing standards. The chairperson of our nominating and corporate governance committee is Dr. Volck.

Our nominating and corporate governance committee is responsible for making recommendations to our Board of Directors regarding candidates for directorships and the size and composition of the Board of Directors and its committees. In addition, our nominating and corporate governance committee is responsible for reviewing and making recommendations to our Board of Directors on matters concerning corporate governance and conflicts of interest.

Considerations in Evaluating Director Nominees

Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating potential director nominees. In its evaluation of director candidates, including the current directors eligible for re-election, our nominating and corporate governance committee will consider the current size and composition of our Board of Directors and the needs of our Board of Directors and the respective committees of our Board of Directors and other director qualifications. While our Board of Directors has not established minimum qualifications for board members, some of the factors that our nominating and corporate governance committee considers in assessing director nominee qualifications include, without limitation, issues of character, integrity, judgment, diversity, age, independence, skills, education, expertise, business acumen, business experience, length of service, understanding of the Company’s business, and other commitments. With respect to diversity, some of the factors that our nominating and corporate governance committee considers in assessing director nominee qualifications include, without limitation, race, ethnicity, gender, differences in professional background, age and geography, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on our Board. Although our Board of Directors does not maintain a specific policy with respect to board diversity, our Board of Directors believes that our Board of Directors should be a diverse body, and the nominating and corporate governance committee considers a broad range of perspectives, backgrounds and experiences.

If our nominating and corporate governance committee determines that an additional or replacement director is required, then the committee may take such measures as it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the committee, board or management.

After completing its review and evaluation of director candidates, our nominating and corporate governance committee recommends to our full Board of Directors the director nominees for selection. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors and our Board of Directors has the final authority in determining the selection of director candidates for nomination to our board.

Stockholder Recommendations for Nominations to the Board of Directors

Our nominating and corporate governance committee will consider candidates for directors recommended by stockholders. Our nominating and corporate governance committee will evaluate such recommendations in accordance with its charter, our bylaws, our policies and procedures for director candidates, as well as the regular director nominee criteria described above. This process is designed to ensure that our Board of Directors includes members with diversity of experience, skills, professional background, gender, race, ethnicity, and other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the Board of Directors, including appropriate financial and other expertise relevant to our business. Stockholders wishing to recommend a candidate for nomination should contact our Corporate Secretary in writing. Such recommendations must include the candidate’s name, home and business contact information, detailed biographical data and qualifications, details regarding any shares of our stock which the nominee holds as of the time of the submission, evidence of the nominating person’s ownership of our Common Stock, a description of any arrangement between the stockholder and the nominee, and a written statement from the nominee acknowledging that if elected, the nominee will serve his or her term as director and will owe a fiduciary duty to our Company and our stockholders. Such recommendations must also include a statement from the recommending stockholder in support of the candidate, particularly within the context of the criteria for membership on our Board of Directors. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors.

A stockholder can nominate a candidate directly for election to our Board of Directors by complying with the procedures in Section 2.4 of our bylaws and the rules and regulations of the SEC. Any eligible stockholder who wishes to submit a nomination should review the requirements in the bylaws on nominations by stockholders. Any nomination should be sent in writing to our Corporate Secretary at Soleno Therapeutics, Inc., 100 Marine Parkway, Suite 400, Redwood City, California, 94065. To be timely for our 2026 Annual Meeting of

stockholders, our Corporate Secretary must receive the nomination not later than 45 days nor earlier than 75 days before the one-year anniversary of the date we first mailed its proxy materials to stockholders in connection with our previous year’s Annual Meeting of stockholders. The notice must state the information required by Section 2.4 of our bylaws and otherwise must comply with applicable federal and state law.

Communications with the Board of Directors

Stockholders wishing to communicate with our Board of Directors or with an individual member of our Board of Directors may do so by writing to our Board of Directors or to the particular member of our Board of Directors, and mailing the correspondence to our Corporate Secretary at Soleno Therapeutics, Inc., 100 Marine Parkway, Suite 400, Redwood City, California, 94065. Our Corporate Secretary will review all incoming stockholder communications (excluding mass mailings, product complaints or inquiries, job inquiries, business solicitations and patently offensive or otherwise inappropriate material), and if deemed appropriate, the stockholder communications will be forwarded to the appropriate member or members of our Board of Directors, or if none is specified, to the Chairman of our Board of Directors. This procedure does not apply to stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act.

Role in Risk Oversight

Our Board of Directors oversees an enterprise-wide approach to risk management, designed to support the achievement of business objectives, including organizational and strategic objectives, to improve long-term organizational performance and enhance stockholder value. The involvement of our Board of Directors in setting our business strategy is a key part of its assessment of management’s plans for risk management and its determination of what constitutes an appropriate level of risk for our Company. The participation of our Board of Directors in our risk oversight process includes receiving regular reports from members of senior management on areas of material risk to our Company, including operational, financial, legal and regulatory, and strategic and reputational risks.

While our Board of Directors has the ultimate responsibility for the risk management process, senior management and various committees of our Board of Directors also have responsibility for certain areas of risk management.

Our senior management team is responsible for day-to-day risk management and regularly reports on risks to our full Board of Directors or a relevant committee, including our risk management program and our cybersecurity policies, processes and practices. Our finance and regulatory personnel serve as the primary monitoring and evaluation function for Company-wide policies and procedures, and manage the day-to-day oversight of the risk management strategy for our ongoing business. This oversight includes identifying, evaluating, and addressing potential risks that may exist at the enterprise, strategic, financial, operational, compliance and reporting levels.

Our audit committee focuses on monitoring and discussing our major financial risk exposures and the steps management has taken to monitor and control such exposures, including our risk assessment and risk management policies. Our audit committee also has oversight responsibility for risks and incidents relating to cybersecurity threats, including compliance with disclosure requirements, cooperation with law enforcement. As appropriate, the audit committee provides reports to and receives direction from the full Board of Directors regarding our risk management policies and guidelines, as well as the audit committee’s risk oversight activities.

In addition, our compensation committee assesses our compensation policies to confirm that the compensation policies and practices do not encourage unnecessary risk taking. The compensation committee reviews and discusses the relationship between risk management policies and practices, corporate strategy and senior executive compensation and, when appropriate, reports on the findings from the discussions to our Board of Directors. Our compensation committee intends to set performance metrics that will create incentives for our senior executives that encourage an appropriate level of risk-taking that is commensurate with our short-term and long-term strategies.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. The code of business conduct and ethics is available on our website at www.soleno.life. We intend to disclose any amendments to the code, or any waivers of its requirements, on our website to the extent required by the applicable rules and exchange requirements. The inclusion of our website address in this proxy statement does not incorporate by reference the information on or accessible through our website into this proxy statement.

Insider Trading Policy and Compliance

We have adopted an insider trading policy that governs the purchase, sale, and other dispositions of the Company’s securities by directors, officers, employees, consultants, contractors and advisors of the Company, and other covered persons that the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable stock exchange listing requirements. A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee has ever been an officer or employee of the Company. None of our executive officers serve, or have served during the last fiscal year, as a member of a board of directors, compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving on our Board of Directors or on our compensation committee.

Non-Employee Director Compensation

Directors who are employees do not receive any additional compensation for their service on our Board of Directors.

Our Board of Directors adopted our outside director compensation policy in March 2024 (as amended, the Director Compensation Policy) for non-employee directors of the Board of Directors. Our Board of Directors most recently approved amendments to the Director Compensation Policy in January 2026. Under the Director Compensation Policy, each non-employee director receives the cash and equity compensation for board services described below. The Company also reimburses non-employee directors for reasonable, customary, and documented travel expenses to board or committee meetings.

The Director Compensation Policy includes a maximum annual limit of $750,000 of cash retainers or fees and the Value (as defined below) of equity awards that may be paid, issued, or granted to a non-employee director in any fiscal year, increased to $1,000,000 in the first year an individual becomes a non-employee director. Any cash compensation paid, or equity awards granted to a person for services as an employee or for services as a consultant (other than as a non-employee director), or prior to the effective date of the Director Compensation Policy, will not count for purposes of the limitation. The maximum limit does not reflect the intended size of any potential compensation or equity awards to the Company’s non-employee directors.

Cash Compensation

In 2025, non-employee directors were entitled to receive the following cash compensation for their services under the Director Compensation Policy:

Each non-employee director who serves as the chair of a committee will receive the annual fee for service as a member of the Board of Directors and only the additional annual cash fee as the chair of the committee, and not the annual fee as a member of the committee. All cash payments to non-employee directors are paid quarterly in arrears on a pro-rated basis.

Equity Compensation

Initial Award: In 2025, each individual who first became a non-employee director following the effective date of the Director Compensation Policy received, on the first trading date on or after the date on which the person first becomes a non-employee director (the Initial Start Date), an award (an Initial Award) of restricted stock units (RSUs) covering a number of RSUs having an aggregate Value (as defined below) of $600,000. Each Initial Award will vest in equal annual installments over a three year period, in each case subject to the non-employee director continuing to be a service provider through the applicable vesting date. If the individual was a member of the board of directors and also an employee, becoming a non-employee director due to termination of employment will not entitle them to Initial Awards.

Annual Award: In 2025, each non-employee director automatically received, on the date of the annual meeting of the stockholders, an annual award (an Annual Award) of RSUs having an aggregate Value (as defined below) of $300,000. Each Annual Award will vest in full on the earlier of (x) the first anniversary of the date on which the Annual Award is granted or (y) the date of the annual meeting of the stockholders that occurs following the date on which the Annual Award is granted, in each case subject to the non-employee director continuing to be a service provider through the applicable vesting date.

For purposes of the Director Compensation Policy, “Value” means, with respect to each Initial Award and Annual Award, the average of the closing prices of the Company’s Common Stock in each trading day occurring during the consecutive, thirty (30) trailing calendar day period ending on (and inclusive of) the Friday immediately preceding the grant date of the award, or such other methodology the Board of Directors or the Compensation Committee may determine prior to the grant of the award becoming effective.

In the event of a “change in control” (as defined in the Company’s 2014 Equity Incentive Plan), pursuant to the terms of the 2014 Equity Incentive Plan, each non-employee director will fully vest in their outstanding Company equity awards.

Except as noted below, the following table sets forth information regarding compensation earned by our non-employee directors during the fiscal year ended December 31, 2025.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires that our executive officers and directors, and persons who own more than 10 percent of our Common Stock, file reports of ownership and changes of ownership with the SEC. Such directors, executive officers and 10% stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

SEC regulations require us to identify in this proxy statement anyone who filed a required report late during the most recent fiscal year. Based on our review of forms we received and written representations of our executive officers, directors and 10% stockholders, we believe that during our fiscal year ended December 31, 2025, all Section 16(a) filing requirements were satisfied on a timely basis.

ITEM 11. EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (CD&A) describes the philosophy, objectives, process, components and additional aspects of our executive compensation program for the fiscal year ended December 31, 2025. This CD&A is intended to be read in conjunction with the compensation tables that immediately follow this section, which provide historical compensation information for our following named executive officers (NEOs):

*Mr. Mackaness stepped down as our Chief Financial Officer on March 2, 2026.

**Dr. Joshi was appointed as our Chief Development Officer on November 10, 2025, and Mr. Norrett was appointed as our Chief Business Officer on November 17, 2025.

Executive Summary

Key 2025 Business Results

The past year was a significant and highly productive year for Soleno as we successfully executed on commercialization of VYKAT XR and made progress in several key business areas.

In the past year, our key accomplishments included:

On April 5, 2026, we entered into an Agreement and Plan of Merger (the Merger Agreement) with Neurocrine Biosciences, Inc. (Neurocrine), and Sigma Merger Sub, Inc., a direct wholly-owned subsidiary of Neurocrine (Merger Sub), pursuant to which Neurocrine, through Merger Sub, agreed to commence a cash tender offer (the Offer) to purchase all of the issued outstanding shares of our common stock, at a price per share of $53.00 per share in cash. If successful, upon the terms and conditions set forth in the Merger Agreement, the Offer will be followed by a merger of Merger Sub with and into Soleno, with Soleno continuing as the surviving corporation and as a direct wholly owned subsidiary of Neurocrine. Neurocrine commenced the Offer on April 20, 2026.

Key Aspects of the 2025 Executive Compensation Program

Equity awards comprising of majority of our NEOs’ Compensation. More than 86% of our CEO’s target 2025 compensation was variable, at-risk long-term equity awards, consisting of stock options and restricted stock units (RSUs). More than 74% of Ms. Manning’s target 2025 compensation and more than 98% of Dr. Joshi and Mr. Norrett, who were new hires, was variable, at-risk long-term equity awards, consisting of stock options and RSUs. The Compensation Committee established a strong link between pay and performance for our NEOs through the 2025 annual cash bonus, ensuring an alignment of interests between the NEOs and those of our stockholders.

Base Salary. As discussed further below, our Compensation Committee approved a salary increase for each of our NEOs to bring their base salary closer to market levels and to be competitive among our peers.

Annual Cash Incentive Opportunity. Our 2025 annual cash incentive was based on achievement of certain non-financial and financial goals in research and development and operations, consistent with market practice for other companies similar to us in industry, stage of development and size. The Compensation Committee used these goals to focus our executive officers on the critical strategic priorities of regulatory approval and commercial launch activities. We achieved these goals above the targets established and the Compensation Committee approved a payout at 110% of the target.

2025 Equity Awards. The largest component of the executive compensation program are equity incentives. Our 2025 equity awards consist of time-based stock options and time-based RSUs. Our NEOs received their annual grants with a split of 65% stock options and 35% RSUs. Dr. Joshi and Mr. Norrett received their new hire grants in November 2025 with a split of 80% stock options and 20% RSUs.

Executive Compensation Philosophy and Objectives

We believe that an appropriate, well-designed compensation program should align executive interests with the drivers of growth and stockholder returns by supporting our achievement of our primary business goals. Further, the compensation program must enable us to attract and retain employees whose talents, expertise and leadership can drive our success and sustained growth in long-term stockholder value. We have designed and implemented a compensation program that is appropriate for our company given our business, industry, growth and other factors.

We operate in an intensely competitive market and seek to attract and retain a highly-talented management team. To meet this challenge, we have embraced a performance-oriented compensation philosophy focused on creating long-term value. Our executive compensation program is heavily weighted toward variable, at-risk pay through short-term cash incentives and long-term equity awards. Our Compensation Committee used its judgment, as well as market data in consultation with its independent compensation consultant, to establish an appropriate mix of pay elements that will reward our NEOs for the achievement of specific key strategic objectives while also creating long-term stockholder value and being competitive with our peer group.

Components of Our Executive Compensation Program

Our executive compensation program generally consists of, and is intended to strike a balance among, the following three principal components: base salary, annual performance-based cash bonuses and long-term incentive equity grants. We also provide our executive officers with severance and change-in-control benefits, as well as other benefits available to all our employees, including retirement benefits under the Company’s U.S. 401(k) plan and participation in employee benefit plans. The following chart summarizes the three main elements of compensation, their objectives and key features.

Compensation Program Governance

The Compensation Committee assesses the effectiveness of our executive compensation program from time to time and reviews risk mitigation and governance matters, which includes maintaining the following best practices:

Compensation Determination Process

Role of the Compensation Committee

The Compensation Committee establishes the compensation philosophy and objectives, determines the structure, components and other elements of executive compensation, and reviews and approves the compensation of the NEOs or recommends it for approval by the Board. The Compensation Committee structures the executive compensation program to accomplish its articulated compensation objectives in light of the compensation philosophy described above. From time to time, and in conjunction with our Compensation Committee, the independent members of our Board may also be involved in setting the compensation of our CEO and other NEOs and determining the corporate objectives upon which our short-term and long-term incentives are based.

The Compensation Committee annually reviews compensation policies and procedures to determine if any updates are needed. The Compensation Committee also approves, or recommends to the Board for approval, the corporate objectives associated with our annual performance-based cash incentive program, as well as assessing the Company’s performance against those corporate objectives after the end of the year or making a recommendation to the Board as to the extent to which the Company has met those corporate objectives. Our Compensation Committee’s decisions and recommendations regarding executive compensation are based on the Compensation Committee’s assessment of the performance of Soleno and each individual executive officer, as well as other factors, such as prevailing industry trends and the competitive market for executive talent.

The Compensation Committee meets periodically throughout the year to manage and evaluate our executive compensation program, and generally determines executive compensation on an annual basis, typically at the beginning of each fiscal year; however, decisions may occur during the year for new hires, promotions or other special circumstances as the Compensation Committee determines appropriate.

Role of the CEO and Management

The Compensation Committee generally seeks the input of our CEO when discussing the performance of, and compensation for, our executive officers, including the NEOs other than the CEO. Our CEO is instrumental in developing both our annual and long-term strategic objectives and goals, which are reviewed and approved by the Compensation Committee and the Board. Further, our CEO is also instrumental in providing perspective on our performance against those goals.

Our CEO reviews the performance of the other executive officers, including the other NEOs, annually and presents his conclusions to the Compensation Committee and Board. He then provides corresponding compensation recommendations, including base salary adjustments, annual performance-based cash compensation targets and payouts, and equity awards. The Compensation Committee considers the CEO’s input as one factor in its deliberations to determine the compensation of our executive officers, including the other NEOs. The Compensation Committee gives significant weight to the recommendations of the CEO in light of his greater familiarity with the day-to-day performance of his direct reports and the importance of incentive compensation in driving the execution of managerial initiatives developed and led by the CEO.

While the CEO may attend Compensation Committee and Board meetings, the CEO may not be present during voting or deliberations on his compensation. In addition, other members of management may attend Compensation Committee and Board meetings to provide background information or advice, or to answer Compensation Committee and Board member questions, including with respect to the financial, accounting, tax and retention implications of various compensation decisions.

Role of the Independent Compensation Consultant

The Compensation Committee recognizes that there is value in procuring independent, objective expertise in connection with fulfilling its duties, and pursuant to its charter, the Compensation Committee has the authority to select and retain advisors to assist it with carrying out its duties and responsibilities.

The Compensation Committee has engaged the services of an independent compensation consultant, the Human Capital Solutions practice of Aon plc (Aon), to assist it in connection with making executive compensation decisions. The Compensation Committee has the authority, under its charter, to retain, terminate and set the terms of the Company’s relationship with Aon or any other outside advisors that assist the Compensation Committee in carrying out its responsibilities.

The Compensation Committee annually assesses the independence of Aon pursuant to SEC and Nasdaq rules. The Compensation Committee assessed the independence of Aon consistent with Nasdaq listing standards and concluded that the engagement of Aon does not raise any conflict of interest.

For our fiscal year 2025, Aon assisted the Compensation Committee with, among other things:

While the Compensation Committee took into consideration the review and recommendations of Aon when making decisions about our executive compensation program, ultimately, the Compensation Committee made its own independent decisions in determining our executives’ compensation.

Consideration of Comparative Market Data

The Compensation Committee believes that obtaining relevant market and benchmark data is important to making determinations about executive compensation. This information provides a solid reference point for making decisions and very helpful context, even though, relative to other companies, there are differences and unique aspects of the Company.

With Aon’s assistance and input, the Compensation Committee annually adopts a peer group of companies that it uses as a reference group to provide a broad perspective on competitive pay levels and practices. The Compensation Committee reviews and approves the peer group companies that are used to evaluate competitive market compensation. In doing so, the Compensation Committee seeks to approve a peer group that is representative of the sector in which we operate and includes companies within an appropriate defined range in terms of key attributes.

In October 2024, the Compensation Committee determined that our peer group for determining the compensation of our NEOs in 2025 would focus on US-based biopharma companies with an emphasis on orphan and rare disease therapeutics in Phase III or emerging commercial stage. In general, the selection criteria consisted of the following:

Based on these criteria, the peer group for setting 2025 compensation consisted of the following 19 companies:

The Compensation Committee utilizes the compensation of executive officers of the companies in this peer group as one reference point in its compensation decisions, along with various other factors, such as the individual’s performance and experience and competitive market conditions.

Additionally, when considering the establishment of 2025 compensation levels for our NEOs, the Compensation Committee, upon recommendation from Aon, supplemented the 2025 peer group market data with data derived from the Radford McLagan Compensation Database for public pre-commercial biopharmaceutical companies. This survey data was used to obtain a general understanding of the compensation practices of companies similar to ours at the time.

The Compensation Committee believes that the compensation practices of our peer group and the applicable survey data provided us with appropriate compensation reference points for evaluating and determining the compensation of our NEOs during 2025.

2025 Executive Compensation Program

Our executive compensation program generally consists of, and is intended to strike a balance among, the following three principal components: base salary, annual performance-based cash bonus, and long-term incentive equity compensation.

Base Salary

We provide each NEO with a base salary for the services that the executive officer performs for us. Base salaries were initially set at the time each NEO commenced employment with us and are reviewed annually. The Compensation Committee, in setting future salary determinations, will take into account a range of factors, which may include some or all of the following: the NEO’s position and responsibilities associated with that position; length of service; experience, expertise, knowledge, and qualifications; market factors; the industry in which we operate and compete; recruitment and retention factors; the NEO’s individual compensation history; salary levels of the other members of our executive team and similarly situated executives at comparable companies; and our overall compensation philosophy.

For several years during the development of our clinical program for VYKATTM XR, we held cash compensation artificially low to the competitive market to allow us to devote limited cash resources to the advancement of our mission and clinical objectives. As we have achieved key clinical milestones, raised additional capital, and executed initial commercial launch, we have begun the process of bringing compensation in line with competitive levels for other companies similar to us in size and stage of development.

For 2025, our Board of Directors approved increases to base salaries for our NEOs based on factors evaluated by the Compensation Committee, including performance and evaluation of the third-party market compensation data provided by Aon, as necessary to be competitive with our peer group. The 2025 base salaries became effective on January 1, 2025.

Annual Performance-Based Cash Bonus

Our annual cash incentives for executive officers reward our NEOs for the achievement of key short-term objectives. Annual cash incentives are designed to motivate our NEOs to achieve research, clinical, operational, and organizational performance objectives that the Compensation Committee views as critical to the execution of our business strategy. For 2024, annual incentives for our NEOs were based 100% on corporate performance objectives.

Target Opportunities. The Compensation Committee determines the target cash incentive opportunity available to each NEO by taking the individual’s annual base salary in effect for the year and multiplying it by the individual’s target incentive percentage. Among other factors, the target incentive percentages are determined with reference to the peer group company percentages of salary for the respective positions and the proportion of total direct compensation represented by the annual cash incentive. The Compensation Committee reviewed market data to ensure our NEOs’ target opportunity levels provide an appropriate opportunity to earn bonuses and are competitive with the companies in our peer group. For 2025, our NEOs had the following annual cash bonus targets, which was the same for 2024:

* Dr. Joshi and Mr. Norrett were not eligible to receive an annual cash bonus in 2025.

Corporate Performance Goals.

As an emerging commercial biopharmaceutical company, our success was best measured by achievement of certain developmental, research, and operational milestones. The corporate goals for 2025 were determined by our Board upon recommendation from the Compensation Committee and included certain developmental, research, and operational milestones. The goals were selected to directly impact our ability to advance our clinical program, meet regulatory deadlines, execute the US commercial launch, and expand our operations to increase the overall value of the Company in the future.

Our 2025 corporate goals were organized into five general categories: U.S. FDA approval, U.S. launch of DCCR in PWS, International business development, life cycle management, and corporate finance and staffing. In January 2026, the independent members of our Board of Directors met to consider how the Company had performed against our 2025 corporate goals. While the Board considered management’s views regarding their 2025 achievements, the Board made independent determination regarding the corporate performance. The Board noted that we did not meet the life cycle management and 1/3 of the international goals, but we exceeded our in US approval and launch goals. The Board determined that the Company’s performance met most of the 2025 Corporate Goals and exceeded some of the goals, and that the total level of achievement was 110% of target.

The specific operational performance metrics for our 2025 corporate goals are not disclosed because we believe it would be competitively harmful to do so, as it would provide competitors insight into our strategic and financial planning processes.

Payouts. The Compensation Committee and the independent members of our Board of Directors determined the 2025 corporate performance level for the NEOs to determine the total annual bonus payout. The amounts of the annual bonus awards for 2025 were determined as follows:

Dr. Bhatnagar’s bonus was determined 100% based on corporate goal achievement, while the other NEOs’ bonuses were determined based on a mix of corporate (70%) and personal goal achievement (30%), with each of Mr. Mackaness and Ms. Manning receiving 100% attainment on their personal goals.

Equity-Based Incentive Awards

The third and largest component of the executive compensation program are equity incentives. The Compensation Committee designed the 2025 equity incentive opportunity for the NEOs to motivate, retain and reward executive officers to achieve multiyear strategic goals and deliver sustained long-term value to stockholders. Grants to our NEOs and other employees are made at the discretion of the Compensation Committee and are generally made upon commencement of employment, promotion or annually during the first quarter of each year.

We believe that our equity awards are an important retention and motivation tool for our executive officers, as well as for our other employees. We believe that equity awards provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. Long-term equity incentives also promote retention, because executive officers will only receive value if they remain employed by us over the required term.

Our 2025 annual incentive program consisted of grants of stock options and RSUs. Historically, we have used stock option grants because we believe that they are an effective means by which to align the long-term interests of our executive officers with those of our stockholders. Among companies like ours that are similar in terms of stage of development, options are very common as the form of equity awards. Stock options motivate stock price appreciation over the long term because they deliver value only if the stock price increases. The use of stock options also can provide tax and other advantages to our executive officers relative to other forms of equity compensation.

Starting in 2023, we began to grant time-based and performance-based RSUs with the intent that they would serve as an important retention vehicle during our regulatory submission and approval process with the FDA and align the interests of management and stockholders to promote stability and retention of our executive team, while being less dilutive than stock options.

In determining the number of stock options and RSUs to be granted to an NEO, the Compensation Committee takes into account the range of long-term incentive award values granted to executive officers at the companies in the peer group. For annual grants made in January 2025, our NEOs received a split of 65% stock options and 35% RSUs. Dr. Joshi and Mr. Norrett received their new hire grants in November 2025 with a split of 80% stock options and 20% RSUs.

The option and RSU awards granted to our NEOs in fiscal year 2025 are set forth in the table below:

The exercise price of all stock option awards to all NEOs is equal to the closing price of our shares on the date of the grant, and all stock options granted in 2025 have a ten-year term. The options are subject to time-based vesting, with one forty-eighth (1/48th) of the shares subject to the option vesting each month following the vesting commencement date, subject to the NEO’s continued provision of services to the Company. The RSUs were subject to time-based vesting in equal annual installments though a four-year vesting period. The vesting of stock options and RSUs is subject to the NEO’s continued provision of services to the Company. Vesting of awards may accelerate under certain termination and change in control events as described above under “Potential payments and benefits upon termination or change of control” in the Executive Compensation section.”

Retirement Benefits

All of our NEOs are eligible to participate in our 401(k) plan on the same basis as our other employees. Our 401(k) plan provides that each participant may contribute up to the statutory limit. In 2025, we made 50% matching contributions up to $4,000 of such participants contributions under the plan. We do not offer any retirement benefits other than our 401(k) plan.

Perquisites

We do not provide any perquisites or other personal benefits to our NEOs other than those we provide to all our similarly situated employees.

Additional Elements of Compensation

Employee Benefits

Our NEOs are eligible to participate in all our employee benefit plans, such as medical, dental, vision, group life, cell phone costs, reimbursement for certain wellness benefits and our 401(k) plan for U.S. employees, including the NEOs, in each case on the same basis as other employees, subject to applicable laws. Starting in 2026, under our 401(k) plan, the Company currently matches an employee’s contribution to the 401(k) plan, up to a maximum annual contribution of $8,000. In 2025, the Company matched 50% of an employee's contribution, up to a maximum of $4,000. We believe these plans are important to attracting and retaining experienced employees, including our executives.

Employment Agreements

Each of our NEOs is employed at-will and their compensation is reviewed periodically and subject to the discretion of the Compensation Committee and Board of Directors. We have entered into offer letters with each of our NEOs. Each of these offer letters include each officer’s base salary, an annual incentive cash bonus opportunity and standard employee benefit plan participation. The offer letters also acknowledge that each NEO will participate in our Key Executive Change in Control and Severance Plan. Any potential payments and benefits due upon a termination of employment or in connection with a change in control of the Company are described below under “ —Potential Payments upon Termination or Change in Control.”

We do not provide any excise tax gross-ups in connection with severance paid upon termination without cause, for good reason, or relating to a change-in-control transaction. All change in control cash payments are structured to be on a “double-trigger” basis, requiring an involuntary termination in connection with the change in control transaction.

Mr. Mackaness announced his retirement from the Company in February 2026, with the intention of having a short transition period as a full-time employee, following which it was anticipated that he would provide consulting services to the Company until December 31, 2026 under a consulting agreement. However, prior to his final day with Soleno, the Company determined that it would require Mr. Mackaness’s full-time services in order to negotiate the Merger Agreement with Neurocrine and close the transactions contemplated thereby. While Mr. Mackaness has resigned from his position as Chief Financial Officer of the Company, he has remained a full-time employee through the date hereof without any changes to his compensation.

Additional Compensation Policies and Practices

Compensation Recovery Policy

Our Board of Directors has adopted a compensation recovery policy (the Compensation Recovery Policy) intended to comply with applicable SEC rules and Nasdaq listing standards. The Compensation Recovery Policy is administered by our Compensation Committee (in such capacity, the Administrator) and enables us to recover from current and former officers, and such additional employees as may be identified by the Administrator from time to time, incentive-based compensation, as defined in the Compensation Recovery Policy, in the event of an accounting restatement resulting from material noncompliance with any financial reporting requirements under federal securities laws. For more information, see the full text of our Compensation Recovery Policy, which is filed as an exhibit to our Annual Report.

Insider Trading Policies and Procedures

We have insider trading policies and procedures that govern the purchase, sale, and other dispositions of Company securities by our directors, officers and employees, and the Company itself, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and the listing standards of Nasdaq (our Insider Trading Policy). A copy of our Insider Trading Policy was filed as an exhibit to our Annual Report.

Anti-Hedging and Anti-Pledging Policies

All of our employees, officers and directors, consultants, and contractors (covered persons) are subject to our Insider Trading Policy, which prohibits the unauthorized disclosure of any material nonpublic information acquired in the workplace and the misuse of material nonpublic information in securities trading. The policy also includes specific provisions which bar covered persons from hedging and pledging our securities. Covered persons are prohibited from pledging Soleno securities as collateral in a margin account or for loans unless specific pre-approval has been obtained from our Chief Financial Officer. Additionally, covered persons are barred from engaging in transactions in publicly traded options, such as puts and calls, and other derivative securities with respect to the Company’s securities. This prohibition extends to any hedging or similar transaction designed to decrease the risks associated with holding the Company’s securities.

Accounting Policies for Stock-Priced Compensation

We follow the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (ASC 718), for our stock-based compensation awards. ASC 718 requires companies to calculate the grant date “fair value” of their stock-based awards using a variety of assumptions. ASC 718 also requires companies to recognize the compensation cost of their stock-based awards in their income statements over the period that an employee is required to render service in exchange for the award. Grants of stock options under our equity incentive award plans are accounted for under ASC 718. The Compensation Committee or Board of Directors will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs.

Risks from Compensation Policies and Practices

The Compensation Committee reviews our compensation policies and practices to determine areas of potential risks and the actions we have taken, or should take, to mitigate any such identified risks. Based on the Compensation Committee’s review of our compensation policies and practices, we do not believe that any risks relating to our compensation policies and practices are reasonably likely to have a material adverse effect on our business.

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

Report of the Compensation Committee

The information contained in the following Compensation Committee Report shall not be deemed to be soliciting material or to be filed with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates it by reference in such filing.

The compensation committee has reviewed and discussed the foregoing “Executive Compensation” section of this Amended Annual Report on Form 10-K/A with management. Based on this review and discussion, the compensation committee recommended to our Board of Directors that such information be included in this Amended Annual Report on Form 10-K/A.

Respectfully submitted by the members of the compensation committee of the Board of Directors:

Matthew Pauls (Chair)

Andrew Sinclair

Dawn Bir

2025 Summary Compensation Table

The Summary Compensation Table below sets forth information regarding the compensation awarded to or earned by our named executive officers during the years ended December 31, 2025, 2024 and 2023.

Outstanding Equity Awards at December 31, 2025

The following table provides information regarding outstanding equity awards held by our named executive officers as of December 31, 2025.

Option Exercises and Stock Vested in 2025

The following table sets forth the number of shares of common stock acquired during fiscal year 2025 by our named executive officers upon the exercise of stock options and the vesting of RSU awards and the value realized upon such exercise or vesting.

Grants of Plan-Based Awards in 2025