Assertio (NASDAQ: ASRT) EVP reports RSU vesting and tax share withholding

Rhea-AI Filing Summary

Assertio Holdings, Inc. executive vice president and general counsel Sam Schlessinger reported equity award activity involving restricted stock units and common stock. On February 18, 2026, he exercised 2,778 restricted stock units, which settled into 2,778 shares of common stock at no cash cost, reflecting the conversion of previously granted derivative securities.

In a related move, 1,239 common shares were withheld on the same date to cover tax obligations upon vesting, at a reported price of 11.8700 per share, characterized as a tax-withholding disposition rather than an open-market sale. Following these transactions, Schlessinger directly held 14,105 shares of common stock and 5,555 restricted stock units. The filing notes that each restricted stock unit represents the right to receive one share of common stock and that one-third of the reported units vests on each of February 18, 2026, 2027, and 2028, contingent on 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Schlessinger Sam

(Last) (First) (Middle)

ASSERTIO HOLDINGS, INC.

100 SOUTH SANDERS ROAD, SUITE 300

(Street)

LAKE FORREST 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, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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	02/18/2026		M		2,778	A	$0	15,344	D
Common Stock	02/18/2026		F		1,239(1)	D	$11.87	14,105	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)	02/18/2026		M			2,778	(3)	02/18/2028	Common Stock	2,778	$0(4)	5,555	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 18, 2026, 2027 and 2028, 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	02/20/2026
	** 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).
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.

FAQ

What did Assertio (ASRT) executive Sam Schlessinger report in this Form 4?

Sam Schlessinger reported the vesting and settlement of restricted stock units into common shares and a related tax withholding. On February 18, 2026, 2,778 RSUs converted into 2,778 common shares, and 1,239 shares were withheld to cover tax obligations.

How many Assertio (ASRT) restricted stock units did Sam Schlessinger exercise?

He exercised 2,778 restricted stock units, each representing the right to receive one share of common stock. These units were previously granted at no cash cost and settled into an equal number of Assertio common shares on February 18, 2026.

Why were 1,239 Assertio (ASRT) shares disposed of in this filing?

The 1,239 shares were withheld to pay taxes due upon the vesting of restricted stock units. This tax-withholding disposition, reported with code “F,” reflects shares delivered for tax obligations rather than an open-market sale by the executive.

How many Assertio (ASRT) common shares does Sam Schlessinger hold after these transactions?

After the reported activity, Sam Schlessinger directly holds 14,105 shares of Assertio common stock. He also continues to hold 5,555 restricted stock units, which will vest in installments if his employment continues through the specified vesting dates.

What are the vesting terms of Sam Schlessinger’s Assertio (ASRT) restricted stock units?

One-third of the reported restricted stock units vests on each of February 18, 2026, 2027, and 2028. Vesting is conditioned on Schlessinger’s continued employment with Assertio through each applicable vesting date for the corresponding installment.

Did Sam Schlessinger pay cash to acquire the Assertio (ASRT) derivative securities?

No, he did not pay cash for the derivative securities. The filing states the restricted stock units were granted to him and were not sold to him, so he provided no monetary consideration for receiving those equity awards.