Assertio Holdings (ASRT) EVP Schlessinger settles RSUs, 619 shares withheld for tax

Rhea-AI Filing Summary

Assertio Holdings EVP and General Counsel Sam Schlessinger reported routine equity compensation activity. On February 7, 2026, 1,389 restricted stock units were settled into 1,389 shares of common stock at $0 per share, reflecting that no cash was paid for the grant.

On the same date, 619 shares of common stock were withheld at $12.74 per share to cover taxes due upon vesting, leaving Schlessinger with 12,566 shares of common stock held directly after these transactions. All share amounts reflect a 1-for-15 reverse stock split completed on December 26, 2025.

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^*

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)
02/07/2026

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	02/07/2026		M		1,389	A	$0	13,185(1)	D
Common Stock	02/07/2026		F		619(2)	D	$12.74	12,566	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(3)	02/07/2026		M			1,389	(4)	02/07/2027	Common Stock	1,389	$0(5)	1,389	D

Explanation of Responses:

1. On December 26, 2025, the Issuer effected a 1-for-15 reverse stock split (the "Reverse Stock Split"). The number of securities reported on this Form 4 have been adjusted to reflect the Reverse Stock Split.

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

3. 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.

4. One-third of these restricted stock units vests on each of February 7, 2025, 2026 and 2027, assuming continued employment through the applicable vesting date. All share amounts have been adjusted to reflect the Reverse Stock Split.

5. 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	02/10/2026
	** 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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FAQ

What insider transaction did ASRT EVP Sam Schlessinger report on February 7, 2026?

Sam Schlessinger reported the settlement of 1,389 restricted stock units into 1,389 shares of Assertio common stock at $0 per share. This reflects routine equity compensation vesting rather than an open-market purchase or sale transaction.

How many Assertio (ASRT) shares were withheld for taxes in this Form 4?

The filing shows 619 shares of Assertio common stock were withheld at $12.74 per share to satisfy tax obligations arising from the vesting of restricted stock units. This reduced Sam Schlessinger’s directly held shares after the equity compensation settlement.

How many Assertio (ASRT) shares does Sam Schlessinger own after the reported transactions?

After the reported February 7, 2026 transactions, Sam Schlessinger directly holds 12,566 shares of Assertio common stock. This figure reflects both the RSU settlement into shares and the share withholding for taxes disclosed in the Form 4.

What role do restricted stock units play in this ASRT insider filing?

Restricted stock units are equity awards that convert into shares upon vesting. In this filing, 1,389 RSUs vested and were settled into 1,389 Assertio common shares, forming the basis for both the share acquisition and related tax share withholding.

How did Assertio’s 1-for-15 reverse stock split affect this Form 4 data?

All share amounts in the Form 4 are adjusted for Assertio’s 1-for-15 reverse stock split effective December 26, 2025. This means reported RSU and common share figures already reflect the post-split share count, improving comparability with current outstanding shares.

Did Sam Schlessinger pay cash for the derivative securities in this ASRT filing?

No, the derivative securities, which are restricted stock units, were granted to Sam Schlessinger without cash consideration. The filing states he did not pay any amount for these RSUs, and they converted into shares upon vesting at a stated price of $0.