STOCK TITAN

CFO Ajay Patel exits Assertio (ASRT) stake in $23.50-per-share merger

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Assertio Holdings, Inc. executive vice president and CFO Ajay Patel reported the cancellation of all his equity in connection with Assertio’s cash merger with Zydus entities. The merger followed a tender offer for all Assertio common shares at $23.50 per share in cash.

Patel disposed of 15,942 shares of common stock and multiple equity awards. Stock options covering 21,128 shares at $11.77, 12,591 shares at $12.177, 22,666 shares at $11.8965, and 15,666 shares at $19.65, as well as 26,026 restricted stock units, were cancelled and converted into rights to receive cash based on the Offer Price, subject to withholding taxes. Options with exercise prices at or above $23.50 received no payment. Following these transactions, the filing shows Patel with no remaining Assertio shares or derivative awards.

Positive

  • None.

Negative

  • None.
Insider Patel Ajay
Role EVP and CFO
Type Security Shares Price Value
Disposition Restricted Stock Units 26,026 $0.00 --
Disposition Stock Option (Right to Buy) 15,666 $0.00 --
Disposition Stock Option (Right to Buy) 22,666 $0.00 --
Disposition Stock Option (Right to Buy) 12,591 $0.00 --
Disposition Stock Option (Right to Buy) 21,128 $0.00 --
U Common Stock 15,942 $0.00 --
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Stock Option (Right to Buy) — 0 shares (Direct, null); Common Stock — 0 shares (Direct, null)
Footnotes (1)
  1. This Form 4 reports securities disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 13, 2026, by and among Assertio Holdings, Inc. (the "Issuer"), Zydus Worldwide DMCC ("Parent"), Zara Merger Sub Inc., a wholly owned subsidiary of Parent ("Purchaser") and Zydus Pharmaceuticals (USA) Inc., pursuant to which Purchaser completed a tender offer (the "Offer") for all outstanding shares of common stock of the Issuer ("Company Common Stock") at a price of $23.50 per share in cash, without interest (the "Offer Price"), and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"), effective as of June 16, 2026 (the "Effective Time"). At the Effective Time, each issued and outstanding share of Company Common Stock was cancelled and converted into the right [continues to Footnote 2] [continues from Footnote 1] to receive the Offer Price, less any applicable withholding taxes. Pursuant to the Merger Agreement, each restricted stock unit of the Issuer (each, a "Company RSU") that was outstanding but unvested immediately prior to the Effective Time became fully vested as of immediately prior to the Effective Time and, at the Effective Time, each outstanding Company RSU was cancelled and converted into the right to receive a cash payment, less any applicable withholding taxes, equal to the Offer Price. Pursuant to the Merger Agreement, each option to purchase shares of Company Common Stock (each, a "Company Stock Option") that was outstanding immediately prior to the Effective Time, whether vested or unvested, with an exercise price per share less than the Offer Price, was cancelled at the Effective Time and converted into the right to receive a cash payment, less any applicable withholding taxes, equal to the product of (A) the excess of the Offer Price over the exercise price payable per share of Company Common Stock under such Company Stock Option, multiplied by (B) the total number of shares of Company Common Stock subject to such Company Stock Option. Each Company Stock Option with an exercise price per share equal to or greater than the Offer Price was cancelled at the Effective Time without any cash payment in respect thereof.
Offer Price $23.50 per share Cash consideration per Assertio common share in tender offer
Common shares disposed 15,942 shares Assertio common stock cancelled and converted to cash for CFO
Stock option block 1 21,128 shares at $11.77 Options on Assertio common stock cancelled and cash-settled
Stock option block 2 12,591 shares at $12.177 Options cancelled and converted into cash right
Stock option block 3 22,666 shares at $11.8965 Options cancelled and converted into cash right
Stock option block 4 15,666 shares at $19.65 Options cancelled and converted into cash right
Restricted stock units cancelled 26,026 units RSUs vested then converted into cash at $23.50 per share
Dispose transactions 6 transactions All transactions in this Form 4 classified as dispositions
Agreement and Plan of Merger regulatory
"securities disposed of pursuant to the Agreement and Plan of Merger"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
tender offer financial
"Purchaser completed a tender offer (the "Offer") for all outstanding shares"
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
restricted stock unit financial
"each restricted stock unit of the Issuer (each, a "Company RSU")"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Company Stock Option financial
"each option to purchase shares of Company Common Stock (each, a "Company Stock Option")"
Offer Price financial
"at a price of $23.50 per share in cash, without interest (the "Offer Price")"
The offer price is the amount per share that a company or underwriter sets when selling new stock or bonds to investors, like the price tag on an item in a store. It matters because it determines how much investors must pay, shapes the initial market value of the security, and influences whether demand will be strong or weak — which affects early trading performance and potential returns.
Effective Time regulatory
"with the Issuer continuing as the surviving corporation ... effective as of June 16, 2026 (the "Effective Time")"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Patel Ajay

(Last)(First)(Middle)
ASSERTIO HOLDINGS, INC.
100 SOUTH SAUNDERS ROAD, SUITE 300

(Street)
LAKE FOREST ILLINOIS 60045

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Assertio Holdings, Inc. [ ASRT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP and CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/16/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock06/16/2026U15,942(1)(2)D$00D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units$0.006/16/2026D26,026 (3) (3)Common Stock26,026$00D
Stock Option (Right to Buy)$19.6506/16/2026D15,666 (4) (4)Common Stock15,666(4)0D
Stock Option (Right to Buy)$11.896506/16/2026D22,666 (4) (4)Common Stock22,666(4)0D
Stock Option (Right to Buy)$12.17706/16/2026D12,591 (4) (4)Common Stock12,591(4)0D
Stock Option (Right to Buy)$11.7706/16/2026D21,128 (4) (4)Common Stock21,128(4)0D
Explanation of Responses:
1. This Form 4 reports securities disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 13, 2026, by and among Assertio Holdings, Inc. (the "Issuer"), Zydus Worldwide DMCC ("Parent"), Zara Merger Sub Inc., a wholly owned subsidiary of Parent ("Purchaser") and Zydus Pharmaceuticals (USA) Inc., pursuant to which Purchaser completed a tender offer (the "Offer") for all outstanding shares of common stock of the Issuer ("Company Common Stock") at a price of $23.50 per share in cash, without interest (the "Offer Price"), and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"), effective as of June 16, 2026 (the "Effective Time"). At the Effective Time, each issued and outstanding share of Company Common Stock was cancelled and converted into the right [continues to Footnote 2]
2. [continues from Footnote 1] to receive the Offer Price, less any applicable withholding taxes.
3. Pursuant to the Merger Agreement, each restricted stock unit of the Issuer (each, a "Company RSU") that was outstanding but unvested immediately prior to the Effective Time became fully vested as of immediately prior to the Effective Time and, at the Effective Time, each outstanding Company RSU was cancelled and converted into the right to receive a cash payment, less any applicable withholding taxes, equal to the Offer Price.
4. Pursuant to the Merger Agreement, each option to purchase shares of Company Common Stock (each, a "Company Stock Option") that was outstanding immediately prior to the Effective Time, whether vested or unvested, with an exercise price per share less than the Offer Price, was cancelled at the Effective Time and converted into the right to receive a cash payment, less any applicable withholding taxes, equal to the product of (A) the excess of the Offer Price over the exercise price payable per share of Company Common Stock under such Company Stock Option, multiplied by (B) the total number of shares of Company Common Stock subject to such Company Stock Option. Each Company Stock Option with an exercise price per share equal to or greater than the Offer Price was cancelled at the Effective Time without any cash payment in respect thereof.
/s/ Sam Schlessinger, Attorney-in-fact for Ajay Patel06/16/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Assertio (ASRT) CFO Ajay Patel report?

Ajay Patel reported a complete disposition of his Assertio equity. He tendered 15,942 common shares and had all related stock options and restricted stock units cancelled for cash consideration in connection with the company’s $23.50 per share cash merger.

What price per share did Assertio (ASRT) holders receive in the merger?

Holders of Assertio common stock became entitled to $23.50 per share in cash. At the effective time of the merger, each outstanding share was cancelled and converted into the right to receive the cash offer price, less any applicable withholding taxes.

What happened to Ajay Patel’s restricted stock units in Assertio (ASRT)?

Each of Ajay Patel’s restricted stock units fully vested immediately before closing and was then cancelled. Every unit converted into the right to receive a cash payment equal to the $23.50 offer price per underlying share, reduced only by applicable withholding taxes.

How were Assertio (ASRT) stock options treated in this merger filing?

Each outstanding stock option with an exercise price below $23.50 was cancelled and converted into cash equal to the offer price minus its exercise price, multiplied by the option’s shares. Options with exercise prices at or above $23.50 were cancelled without any payment.

Does Ajay Patel still hold Assertio (ASRT) shares after the merger?

According to the filing, Ajay Patel holds no remaining Assertio equity. After tendering 15,942 common shares and having all listed stock options and restricted stock units cancelled for cash, his reported post-transaction holdings of both common stock and derivatives are zero.

What does this Form 4 suggest about Assertio (ASRT) after the merger?

The filing describes Assertio as a wholly owned subsidiary of Zydus Worldwide DMCC following the merger. All outstanding Assertio common shares were cancelled at the effective time and converted into rights to receive $23.50 per share in cash, indicating no remaining public float.