Reisenauer Mark L 4

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.