Kirk Sigurd 4

What Happened
Kirk Sigurd, a director of Assertio Holdings, had a total of 30,760 company share interests disposed of in connection with the company’s sale and merger effective June 16, 2026. The Form 4 reports: 12,017 outstanding common shares cancelled in a change-of-control conversion (listed at $0 on the form), plus three derivative dispositions to the issuer of 7,913, 5,415 and 5,415 share-equivalents. Under the Merger Agreement, outstanding common shares and vested RSUs were converted into the right to receive $23.50 per share in cash; outstanding options with exercise prices below $23.50 were cashed out for the difference (Offer Price minus exercise price) times the option shares. At the $23.50 offer price, the 30,760 shares equate to $722,860 before taxes; however, option cash-outs may be lower depending on exercise prices.

Key Details

• Transaction date: June 16, 2026 (Effective Time of the merger/tender offer). Transaction codes shown: U (change in control disposition) and D (disposition to issuer).
• Offer price: $23.50 per share (cash, less any applicable withholding taxes).
• Reported line items: 12,017 common shares (U) and derivative dispositions of 7,913, 5,415 and 5,415 (D).
• Estimated gross value at $23.50: up to $722,860 across all affected share interests; actual cash for options depends on their exercise prices.
• Footnotes: RSUs were vested and converted to cash at the Offer Price; options with exercise price < Offer Price were cashed out per the Merger Agreement; options with exercise price ≥ Offer Price were cancelled with no payment.
• Shares owned after transaction: not disclosed on this Form 4.
• Filing timeliness: Form 4 dated and filed for the Effective Time of the merger (June 16, 2026); no late filing flag indicated.

Context
These dispositions are merger-driven conversions/settlements required by the acquisition, not open-market sales; they reflect contract terms of the Merger Agreement rather than a trading decision by the director. RSU and common-stock cancellations deliver the straight $23.50-per-share cash payment; option cash proceeds (if any) equal the excess of $23.50 over each option’s strike price times the number of option shares.