Patel Ajay 4

What Happened

• Ajay Patel, EVP and Chief Financial Officer of Assertio Holdings (ASRT), disposed of a total of 114,019 shares on June 16, 2026 as part of the company’s merger with Zydus. The dispositions were made pursuant to the Merger Agreement and related tender offer that paid $23.50 per share in cash (less applicable withholding taxes). Using the $23.50 offer price, the total cash consideration for these shares is about $2.68 million.
• The filing shows a mix of transaction codes: a change-of-control disposition (U) and several dispositions to the issuer (D) reflecting derivative settlements. These were not voluntary open-market sales but cash settlements triggered by the merger.

Key Details

• Transaction date: June 16, 2026 (Effective Time of the merger).
• Offer price / implied value: $23.50 per share; aggregate ≈ $2,679,447 (before tax withholding).
• Shares disposed: 114,019 total (15,942 listed as change-of-control; 98,077 listed as dispositions to the issuer across multiple derivative line items).
• Shares owned after transaction: At the Effective Time all issued and outstanding Company common stock was cancelled and converted into the right to receive the Offer Price, so no outstanding company common shares remained.
• Notable footnotes:
  • The transactions were pursuant to the Agreement and Plan of Merger and tender offer—each outstanding share was cancelled for $23.50/share (less taxes).
  • Outstanding RSUs vested immediately prior to the Effective Time and were converted into a cash payment equal to the Offer Price (less taxes).
  • Outstanding stock options with an exercise price below the Offer Price were cashed out for the spread; options at or above the Offer Price were cancelled without payment.
• Timeliness: The Form 4 reports the transactions with the Period of Report and filing date of June 16, 2026 (same day as the Effective Time), indicating a timely filing.

Context

• These were merger-driven cash settlements of equity and equity derivatives (RSUs and certain stock options), not discretionary open-market sales — so they reflect the corporate transaction mechanics rather than an insider trading signal.
• For retail investors: purchases generally carry more signal than forced cash-outs; this filing documents payment to the insider under the merger terms rather than a voluntary bet on the stock.