Assertio (ASRT) CEO exits all shares and awards in $23.50-per-share cash merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Assertio Holdings, Inc. CEO Mark L. Reisenauer reported the disposition of all his reported equity interests in connection with Assertio’s cash merger with an affiliate of Zydus. A tender offer acquired all outstanding Assertio common shares at $23.50 per share in cash, after which the merger closed.
The filing shows 3,583 common shares cancelled and converted into the right to receive cash. In addition, 33,333 restricted stock units became fully vested immediately before the merger and were then cancelled for a cash payment per unit equal to the $23.50 offer price.
Stock options with exercise prices below the offer price, including 26,667 options at $11.77, 66,666 options at $12.372, and 5,415 options at $12.7515, were cancelled and converted into cash equal to the spread between $23.50 and the respective exercise prices, multiplied by the optioned shares. Options with exercise prices at or above $23.50 were cancelled without payment. Following these transactions, the Form 4 reports zero common shares, stock options, or RSUs remaining for the CEO.
Positive
- None.
Negative
- None.
Insights
CEO’s equity is cashed out in a completed cash merger.
This Form 4 reflects mechanical clean-up of equity awards as Assertio is acquired for cash at $23.50 per share. The CEO’s common shares, in-the-money options, and RSUs are all cancelled and converted into cash rights under the merger agreement.
The transactions use codes U and D, indicating a tender-offer-related disposition and returns to the issuer, not open-market buying or selling. Afterward, the filing shows zero remaining equity or derivatives, consistent with Assertio becoming a wholly owned subsidiary. The market impact comes from the merger itself; this Form 4 mainly documents how executive equity was settled.
Insider Trade Summary
5 transactions reported
Mixed
5 txns
Insider
Reisenauer Mark L
Role
CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 33,333 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 5,415 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 66,666 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 26,667 | $0.00 | -- |
| U | Common Stock | 3,583 | $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)
- 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. 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 3] [continues from Footnote 2] 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: 3,583 shares
RSUs cancelled: 33,333 units
+5 more
8 metrics
Tender offer price
$23.50 per share
Cash consideration for each Assertio common share
Common shares disposed
3,583 shares
CEO common stock cancelled and converted to cash
RSUs cancelled
33,333 units
Restricted stock units vested then converted to cash at $23.50
Options at $11.77
26,667 options
In-the-money options cancelled and paid spread vs $23.50
Options at $12.372
66,666 options
In-the-money options settled for cash spread vs $23.50
Options at $12.7515
5,415 options
In-the-money options settled for cash spread vs $23.50
Post-transaction holdings
0 shares/options/RSUs
CEO’s reported Assertio equity after merger settlement
Reverse stock split ratio
1-for-15
Effective December 26, 2025 for all reported securities
Key Terms
tender offer, Reverse Stock Split, Restricted Stock Units, Agreement and Plan of Merger, +1 more
5 terms
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.
Reverse Stock Split financial
"the Issuer effected a 1-for-15 reverse stock split (the "Reverse Stock Split")"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
Restricted Stock Units financial
"each restricted stock unit of the Issuer (each, a "Company RSU")"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Agreement and Plan of Merger financial
"pursuant to the Agreement and Plan of Merger (the "Merger Agreement")"
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.
Offer Price financial
"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 does Assertio (ASRT) CEO Mark Reisenauer’s Form 4 report?
It reports that CEO Mark Reisenauer’s Assertio equity was disposed of in a cash merger. His common shares, RSUs, and certain stock options were cancelled and converted into cash rights at the $23.50 offer price, leaving no reported remaining holdings.
What happened to the Assertio (ASRT) CEO’s stock options in the merger?
Stock options with exercise prices below $23.50 were cancelled and converted into cash equal to the offer price minus the exercise price, times the optioned shares. Options with exercise prices at or above $23.50 were cancelled at closing with no cash payment.
How were Assertio (ASRT) restricted stock units treated in the merger?
Each outstanding restricted stock unit became fully vested immediately before the merger’s effective time. Then every unit was cancelled and converted into a right to receive a cash payment equal to the $23.50 offer price per share, less any applicable withholding taxes.