Assertio Holdings discloses Brendan O’Grady board resignation in 8-K

Rhea-AI Filing Summary

Assertio Holdings, Inc. reported that Brendan P. O’Grady, its former Chief Executive Officer, has resigned from the Company’s Board of Directors. The resignation became effective on the effective date of a waiver and release agreement he executed on November 17, 2025.

The waiver and release agreement was substantially in the form included with Mr. O’Grady’s existing Management Continuity Agreement, previously filed as an exhibit to a Form 10-Q. This filing focuses solely on documenting his board resignation and related contractual step.

Insights

Corporate governance analyst

Assertio documents the board resignation of its former CEO.

Assertio Holdings, Inc. disclosed that Brendan P. O’Grady, previously the Chief Executive Officer, resigned from the Board of Directors in connection with signing a waiver and release agreement on November 17, 2025. The agreement is tied to an existing Management Continuity Agreement whose form had been publicly filed earlier.

This step formalizes O’Grady’s separation from board-level governance, aligning his departure with pre-agreed contractual terms rather than introducing a new compensation framework. Because the filing does not describe operational or strategic changes, its immediate effect is mainly structural within the board.

Subsequent disclosures in future company filings may provide additional detail on board composition or any related succession moves, but this report centers on confirming the effectiveness of his resignation and the associated waiver and release.

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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): November 17, 2025

ASSERTIO HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		01-39294		85-0598378
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

100 S. Saunders Road, Suite 300, Lake Forest, IL 60045

(Address of Principal Executive Offices; Zip Code)

(224) 419-7106

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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

Title of each class:		Trading Symbol(s):		Name of each exchange on which registered:
Common Stock, $0.0001 par value		ASRT		The Nasdaq Stock Market LLC

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 (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 17, 2025, Brendan P. O’Grady, former Chief Executive Officer of Assertio Holdings, Inc. (the “Company”), executed a waiver and release agreement (the “Waiver and Release Agreement”) substantially in the form included with the Management Continuity Agreement between Mr. O’Grady and the Company, a form of which was filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August 7, 2024. Pursuant to and in connection with his execution of the Waiver and Release Agreement, Mr. O’Grady resigned as a member of the Board of Directors of the Company, effective as of the effective date of the Waiver and Release Agreement.

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.

	ASSERTIO HOLDINGS, INC.
Date: November 21, 2025	By:	/s/ Sam Schlessinger
		Sam Schlessinger
		Executive Vice President and General Counsel

FAQ

What did Assertio Holdings (ASRT) announce in this Form 8-K?

Assertio Holdings, Inc. announced that former Chief Executive Officer Brendan P. O’Grady has resigned from its Board of Directors in connection with a waiver and release agreement.

When did Brendan P. O’Grady sign the waiver and release agreement with Assertio (ASRT)?

Brendan P. O’Grady executed the waiver and release agreement with Assertio Holdings, Inc. on November 17, 2025.

When did Brendan P. O’Grady’s resignation from Assertio’s Board of Directors become effective?

His resignation as a member of Assertio Holdings, Inc.’s Board of Directors became effective as of the effective date of the waiver and release agreement he signed on November 17, 2025.

How is the waiver and release agreement for Brendan P. O’Grady structured at Assertio (ASRT)?

The waiver and release agreement signed by Brendan P. O’Grady is substantially in the form included with his Management Continuity Agreement, a form of which was previously filed as Exhibit 10.3 to Assertio’s Form 10-Q on August 7, 2024.

What is Brendan P. O’Grady’s relationship to Assertio Holdings at the time of this 8-K?

At the time of this report, Brendan P. O’Grady is described as the former Chief Executive Officer of Assertio Holdings, Inc. and has resigned from its Board of Directors.

Who signed the Form 8-K on behalf of Assertio Holdings (ASRT)?

The Form 8-K was signed on behalf of Assertio Holdings, Inc. by Sam Schlessinger, Executive Vice President and General Counsel.