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

Rhea-AI Filing Summary

Assertio Holdings EVP and CFO Ajay Patel reported routine equity compensation activity. On February 7, 2026, 1,666 restricted stock units settled into shares of common stock at a stated price of $0, reflecting that no cash was paid for the award. The filing notes all amounts are adjusted for a 1-for-15 reverse stock split effective December 26, 2025.

On the same date, 825 shares of common stock were withheld at $12.74 per share to cover taxes due upon vesting. After these transactions, Patel directly held 13,964 shares of common stock and 1,667 restricted stock units that continue to vest annually through February 7, 2027, 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)
02/07/2026

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		1,666	A	$0	14,789(1)	D
Common Stock	02/07/2026		F		825(2)	D	$12.74	13,964	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			1,666	(4)	02/07/2027	Common Stock	1,666	$0(5)	1,667	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, Attorney-in-Fact for Ajay Patel	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 Assertio (ASRT) report for EVP and CFO Ajay Patel?

Assertio reported that EVP and CFO Ajay Patel settled 1,666 restricted stock units into common shares on February 7, 2026. These units converted at a stated price of $0, reflecting equity compensation rather than a cash purchase, after adjustment for a prior 1-for-15 reverse stock split.

How many Assertio (ASRT) shares were withheld for Ajay Patel’s taxes?

The filing shows 825 shares of Assertio common stock were withheld to pay taxes when restricted stock units vested. These shares were valued at $12.74 per share, reducing Patel’s directly held common stock while satisfying his tax obligation related to the equity award.

How many Assertio (ASRT) shares does Ajay Patel own after the reported Form 4 transactions?

After the February 7, 2026 transactions, Ajay Patel directly held 13,964 shares of Assertio common stock. He also beneficially owned 1,667 restricted stock units that represent potential future shares, subject to vesting conditions tied to continued employment with the company.

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

One-third of Ajay Patel’s restricted stock units vests on each of February 7, 2025, 2026, and 2027, assuming continued employment. Each vested unit converts into one share of common stock, and all share amounts have been adjusted to reflect Assertio’s 1-for-15 reverse stock split.

Did Ajay Patel pay cash to acquire the reported Assertio (ASRT) derivative securities?

No, the filing states the derivative securities were granted to Ajay Patel and not sold to him. As a result, he did not pay any cash consideration for these restricted stock units, which convert into shares upon vesting under the equity compensation program.

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

Assertio’s 1-for-15 reverse stock split, effective December 26, 2025, required adjusting all share counts in this Form 4. The numbers of common shares and restricted stock units reported for Ajay Patel reflect post-split amounts, aligning historical awards and holdings with the new share structure.