Assertio (ASRT) COO settles RSUs and withholds stock to cover taxes

Rhea-AI Filing Summary

Assertio Holdings, Inc. President and COO Paul Schwichtenberg reported equity award activity involving restricted stock units (RSUs) and common stock. He acquired 2,778 RSUs through a derivative exercise and, in a corresponding move, received 2,778 shares of common stock at a stated price of $0.0000 per share as settlement of vested RSUs. To cover tax obligations upon vesting, 1,377 common shares were withheld at a price of $11.87 per share, described as a tax-withholding disposition rather than an open-market sale. After these transactions, he held 13,410 shares of common stock directly and 5,555 RSUs. Each RSU represents the right to receive one share of common stock, with one-third scheduled to vest on each of February 18, 2026, 2027 and 2028, 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^*

Schwichtenberg Paul

(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)
	President and COO

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	14,787	D
Common Stock	02/18/2026		F		1,377(1)	D	$11.87	13,410	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, Attorney-in-Fact for Paul Schwichtenberg	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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 ASRT executive Paul Schwichtenberg report on this Form 4?

Paul Schwichtenberg reported the exercise of 2,778 restricted stock units into 2,778 common shares and the withholding of 1,377 common shares to satisfy tax obligations related to vesting, all recorded as direct ownership changes on the same transaction date.

How many Assertio (ASRT) shares does Paul Schwichtenberg hold after these Form 4 transactions?

After the reported transactions, Paul Schwichtenberg directly holds 13,410 shares of Assertio common stock and 5,555 restricted stock units, reflecting the updated balance following RSU settlement into shares and the share withholding for tax payment on the vesting event.

Were the ASRT Form 4 transactions open-market buys or sells by the executive?

The filing shows no open-market buys or sells. The 2,778-share acquisition reflects settlement of vested restricted stock units, while the 1,377-share disposition is explicitly identified as shares withheld to pay taxes owed upon the vesting of those equity awards.

What price was used for the Assertio (ASRT) shares withheld for taxes on the Form 4?

The 1,377 common shares withheld for taxes were valued at a transaction price of $11.87 per share. This price is used for the tax-withholding disposition and does not indicate an open-market transaction by the executive in Assertio stock.

How do the restricted stock units reported for ASRT vest for Paul Schwichtenberg?

Each restricted stock unit represents the right to receive one common share. According to the disclosure, one-third of the RSUs vests on each of February 18, 2026, 2027 and 2028, provided Paul Schwichtenberg remains continuously employed through each respective vesting date.

Did Paul Schwichtenberg pay cash consideration for the Assertio derivative securities on this Form 4?

The derivative securities, namely the restricted stock units, were granted to Paul Schwichtenberg at no purchase cost. The disclosure states he did not pay any consideration for these derivative securities, which later settle into Assertio common shares upon vesting and settlement.