SEC Form 4 · accession 0001104659-26-074752

Assertio Holdings, Inc. · ASRT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Sam Schlessinger

Officer — EVP, General Counsel

Period of report

Jun 16, 2026

Accepted (ET)

Jun 16, 2026 · 6:37 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0001808665

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Jun 16, 2026	U	14,738	$0.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Units^F3	$0.00	Jun 16, 2026	D	25,748	D	—	—	Common Stock	25,748	D
Stock Option (Right to Buy)^F4	$19.65	Jun 16, 2026	D	15,666	D	—	—	Common Stock	15,666	D
Stock Option (Right to Buy)^F4	$11.8965	Jun 16, 2026	D	18,900	D	—	—	Common Stock	18,900	D
Stock Option (Right to Buy)^F4	$12.177	Jun 16, 2026	D	12,591	D	—	—	Common Stock	12,591	D
Stock Option (Right to Buy)^F4	$11.77	Jun 16, 2026	D	21,128	D	—	—	Common Stock	21,128	D

Explanation of responses

F1This 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]
F2[continues from Footnote 1] to receive the Offer Price, less any applicable withholding taxes.
F3Pursuant 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.
F4Pursuant 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.