Reisenauer Mark L 4
4 · Assertio Holdings, Inc. · Filed Jun 16, 2026
Research Summary
AI-generated summary of this filing
Assertio (ASRT) CEO Mark Reisenauer Sells Shares in Merger
What Happened
- Mark L. Reisenauer, CEO and director of Assertio Holdings, disposed of a total of 135,664 company shares/derivative interests in connection with the company’s merger effective June 16, 2026. Per the merger terms, each outstanding common share was cancelled and converted into the right to receive $23.50 per share in cash (less applicable withholding). The filing reports dispositions including common stock and derivative instruments (restricted stock units and stock options) that were converted into cash under the merger.
- The gross cash consideration for 135,664 shares at $23.50 per share is approximately $3,188,104 before tax withholdings. The Form 4 reflects adjustments for a 1-for-15 reverse stock split effected December 26, 2025.
Key Details
- Transaction date: June 16, 2026 (Effective Time of the merger); Offer price: $23.50 per share.
- Shares/derivatives disposed (sum): 135,664 shares (breakdown on Form 4: 3,583; 33,333; 5,415; 66,666; 26,667).
- Estimated gross proceeds: ~ $3.19 million (before withholding taxes).
- Post-transaction holdings: At the Effective Time all issued and outstanding company common stock was cancelled; the filing shows conversion to cash—no remaining company common stock is reflected after the merger.
- Notable footnotes: (F1) numbers adjusted for 1-for-15 reverse split; (F2–F5) transaction occurred pursuant to a Merger Agreement and tender offer—RSUs vested and were cash-settled; in-the-money stock options were cash-settled for the spread, out-of-the-money options were cancelled without payment.
- Filing timeliness: Reported with Period of Report and filing date of June 16, 2026 (no late filing indicated).
Context
- This activity is a merger-related cash settlement, not an open-market sale. RSUs were accelerated and converted to cash; stock options with exercise prices below $23.50 were cashed out for the difference times shares; options with exercise prices at/above $23.50 were cancelled without payment.
- Merger-driven dispositions are routine corporate actions tied to a change of control and do not necessarily indicate the insider’s view on the company’s future performance.
Insider Transaction Report
Form 4Exit
Reisenauer Mark L
DirectorCEO
Transactions
- Disposition from Tender
Common Stock
[F1][F2][F3][F4]2026-06-16−3,583→ 0 total - Disposition to Issuer
Restricted Stock Units
[F4]2026-06-16−33,333→ 0 totalExercise: $0.00→ Common Stock (33,333 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F5]2026-06-16−5,415→ 0 totalExercise: $12.75→ Common Stock (5,415 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F5]2026-06-16−66,666→ 0 totalExercise: $12.37→ Common Stock (66,666 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F5]2026-06-16−26,667→ 0 totalExercise: $11.77→ Common Stock (26,667 underlying)
Footnotes (5)
- [F1]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.
- [F2]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]
- [F3][continues from Footnote 2] to receive the Offer Price, less any applicable withholding taxes.
- [F4]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.
- [F5]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.
Signature
/s/ Sam Schlessinger, Attorney-in-fact for Mark L. Reisenauer|2026-06-16