Assertio Holdings (ASRT) CFO settles RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Assertio Holdings EVP and CFO Ajay Patel reported equity award transactions involving restricted stock units and common stock. On February 21, 2026, 1,143 restricted stock units were converted into 1,143 shares of common stock at a stated price of $0.00 per share, reflecting settlement of vested units. In a related move, 566 shares of common stock were withheld at $11.84 per share to cover tax obligations upon vesting, leaving Patel with 15,942 shares of common stock held directly after these transactions. The restricted stock units were granted at no cost and vest in three equal installments on February 21 of 2024, 2025 and 2026, subject to continued employment.

SEC Form 4

FORM 4

UNITED 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

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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 IL 60045

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Assertio Holdings, Inc. [ ASRT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/21/2026		M		1,143	A	$0	16,508	D
Common Stock	02/21/2026		F		566(1)	D	$11.84	15,942	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0.0(2)	02/21/2026		M			1,143	(3)	02/21/2026	Common Stock	1,143	$0(4)	0	D

Explanation of Responses:

1. Represents shares of common stock withheld for payment of taxes upon the vesting of restricted stock units.

2. Each restricted stock unit represents the contingent right to receive one share of common stock. This transaction represents the settlement of vested restricted stock units in shares of common stock.

3. One-third of these restricted stock units vests on each of February 21, 2024, 2025 and 2026, assuming continued employment through the applicable vesting date.

4. The derivative securities were granted to the reporting person, and were not sold to the reporting person. As such, the reporting person did not pay any consideration for the derivative securities.

	/s/ Sam Schlessinger, Attorney-in-Fact for Ajay Patel	02/24/2026
	** Signature of Reporting Person	Date
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).
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FAQ

What insider transactions did Assertio (ASRT) EVP and CFO Ajay Patel report?

Ajay Patel reported settlement of 1,143 restricted stock units into common shares and the withholding of 566 shares to cover taxes. These transactions reflect equity compensation vesting and related tax withholding, not an open-market stock purchase or sale.

How many Assertio (ASRT) shares does Ajay Patel hold after this Form 4?

After the reported transactions, Ajay Patel directly holds 15,942 shares of Assertio common stock. This figure reflects both the shares received from restricted stock unit settlement and the shares withheld to satisfy tax obligations on the vesting.

What do the restricted stock unit (RSU) transactions mean for Ajay Patel at Assertio (ASRT)?

The RSU transactions show 1,143 units vesting and converting into the same number of common shares. Each restricted stock unit represents a contingent right to one common share, becoming actual stock as vesting conditions, including continued employment, are satisfied.

Why were 566 Assertio (ASRT) shares withheld in Ajay Patel’s Form 4?

The 566 shares of common stock were withheld to pay taxes due upon vesting of restricted stock units. This tax-withholding disposition uses shares instead of cash to satisfy the liability and does not represent an open-market sale by the executive.

What is the vesting schedule for Ajay Patel’s Assertio (ASRT) restricted stock units?

One-third of the restricted stock units vests on each of February 21, 2024, 2025 and 2026. Vesting is conditioned on Ajay Patel’s continued employment with the company through each applicable vesting date before conversion into common stock.

Did Ajay Patel pay to acquire the restricted stock units reported for Assertio (ASRT)?

The derivative securities were granted to Ajay Patel, and were not sold to him. According to the disclosure, he did not pay any consideration for the restricted stock units themselves; value is realized only as they vest into common shares.