Assertio (ASRT) COO exits stock, options and RSUs in $23.50-per-share cash merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Assertio Holdings, Inc. President and COO Paul Schwichtenberg reported dispositions of his equity awards in connection with Assertio’s merger with Zydus entities. A tender offer for all Assertio common shares closed at an Offer Price of $23.50 per share in cash, followed by a merger making Assertio a wholly owned subsidiary.
Schwichtenberg disposed of 13,987 shares of common stock and multiple stock option grants and restricted stock units that were cancelled at the merger’s effective time. Unvested restricted stock units became fully vested and were converted into the right to receive cash at $23.50 per share, and in-the-money stock options were cancelled for a cash payment based on the spread between the offer price and each option’s exercise price. Out-of-the-money options were cancelled without payment, and his reported positions in these awards fell to zero.
Positive
- None.
Negative
- None.
Insights
Executive equity awards were cashed out or cancelled as Assertio was taken private via a tender offer and merger.
The filing shows President and COO Paul Schwichtenberg disposing of common shares, stock options, and restricted stock units due to Assertio’s acquisition. The tender offer paid $23.50 per share in cash for all outstanding common stock before the merger closed.
Unvested RSUs became fully vested just before the effective time and then converted into cash at the offer price, while in-the-money stock options were cancelled for a cash payment equal to the offer price minus each option’s exercise price, times the option share count.
Options with exercise prices at or above $23.50 were cancelled without payment, and the filing shows Schwichtenberg’s reported holdings in these awards dropping to zero. This reflects the standard clean-up of executive equity when a company becomes a wholly owned subsidiary in a cash acquisition, rather than open‑market trading.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
Schwichtenberg Paul
Role
President and COO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 32,042 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 15,666 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 22,666 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 12,591 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 27,888 | $0.00 | -- |
| U | Common Stock | 13,987 | $0.00 | -- |
Holdings After Transaction:
Restricted Stock Units — 0 shares (Direct, null);
Stock Option (Right to Buy) — 0 shares (Direct, null);
Common Stock — 0 shares (Direct, null)
Footnotes (1)
- This Form 4 reports securities disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 13, 2026, by and among Assertio Holdings, Inc. (the "Issuer"), Zydus Worldwide DMCC ("Parent"), Zara Merger Sub Inc., a wholly owned subsidiary of Parent ("Purchaser") and Zydus Pharmaceuticals (USA) Inc., pursuant to which Purchaser completed a tender offer (the "Offer") for all outstanding shares of common stock of the Issuer ("Company Common Stock") at a price of $23.50 per share in cash, without interest (the "Offer Price"), and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"), effective as of June 16, 2026 (the "Effective Time"). At the Effective Time, each issued and outstanding share of Company Common Stock was cancelled and converted into the right [continues to Footnote 2] [continues from Footnote 1] to receive the Offer Price, less any applicable withholding taxes. Pursuant to the Merger Agreement, each restricted stock unit of the Issuer (each, a "Company RSU") that was outstanding but unvested immediately prior to the Effective Time became fully vested as of immediately prior to the Effective Time and, at the Effective Time, each outstanding Company RSU was cancelled and converted into the right to receive a cash payment, less any applicable withholding taxes, equal to the Offer Price. Pursuant to the Merger Agreement, each option to purchase shares of Company Common Stock (each, a "Company Stock Option") that was outstanding immediately prior to the Effective Time, whether vested or unvested, with an exercise price per share less than the Offer Price, was cancelled at the Effective Time and converted into the right to receive a cash payment, less any applicable withholding taxes, equal to the product of (A) the excess of the Offer Price over the exercise price payable per share of Company Common Stock under such Company Stock Option, multiplied by (B) the total number of shares of Company Common Stock subject to such Company Stock Option. Each Company Stock Option with an exercise price per share equal to or greater than the Offer Price was cancelled at the Effective Time without any cash payment in respect thereof.
Key Figures
Tender offer price: $23.50 per share
Common shares disposed: 13,987 shares
Stock option shares (11.7700 strike): 27,888 options
+4 more
7 metrics
Tender offer price
$23.50 per share
Cash consideration for each Assertio common share in tender offer
Common shares disposed
13,987 shares
Assertio common stock tender-offer disposition by President and COO
Stock option shares (11.7700 strike)
27,888 options
Disposed Company Stock Option with $11.7700 exercise price
Stock option shares (12.1770 strike)
12,591 options
Disposed Company Stock Option with $12.1770 exercise price
Stock option shares (11.8965 strike)
22,666 options
Disposed Company Stock Option with $11.8965 exercise price
Stock option shares (19.6500 strike)
15,666 options
Disposed Company Stock Option with $19.6500 exercise price
RSUs disposed
32,042 units
Restricted stock units cancelled and cashed out at $23.50 offer price
Key Terms
Agreement and Plan of Merger, tender offer, restricted stock unit, Company Stock Option, +1 more
5 terms
Agreement and Plan of Merger regulatory
"This Form 4 reports securities disposed of pursuant to the Agreement and Plan of Merger"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
tender offer financial
"Purchaser completed a tender offer (the "Offer") for all outstanding shares"
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
restricted stock unit financial
"each restricted stock unit of the Issuer (each, a "Company RSU") that was outstanding"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Company Stock Option financial
"each option to purchase shares of Company Common Stock (each, a "Company Stock Option")"
Offer Price financial
"Company Common Stock at a price of $23.50 per share in cash, without interest (the "Offer Price")"
The offer price is the amount per share that a company or underwriter sets when selling new stock or bonds to investors, like the price tag on an item in a store. It matters because it determines how much investors must pay, shapes the initial market value of the security, and influences whether demand will be strong or weak — which affects early trading performance and potential returns.
FAQ
What did Assertio (ASRT) President and COO Paul Schwichtenberg report in this Form 4?
He reported disposing of common shares, stock options, and restricted stock units as part of Assertio’s cash acquisition. All reported awards were cancelled or converted into cash rights at the tender offer price when the merger closed.
How were Paul Schwichtenberg’s restricted stock units in Assertio (ASRT) treated in the merger?
Each unvested restricted stock unit became fully vested immediately before the merger effective time. Then, each RSU was cancelled and converted into a right to receive a cash payment equal to the $23.50 offer price per underlying share, less any required withholding taxes.
What happened to Paul Schwichtenberg’s Assertio (ASRT) stock options under the merger terms?
Stock options with exercise prices below $23.50 were cancelled and converted into cash equal to the offer price minus the exercise price, multiplied by option shares. Options with exercise prices at or above $23.50 were cancelled at closing without any cash payment.
Did Paul Schwichtenberg retain any Assertio (ASRT) equity awards after the merger?
The Form 4 shows his reported holdings in the disclosed common shares, stock options, and restricted stock units falling to zero. Those awards were either cancelled for cash consideration or terminated without payment, consistent with Assertio becoming a wholly owned subsidiary.