Corporate Action (Form 8-K)

On December 19, 2025, Assertio Holdings, Inc. (the "Company") filed a Certificate of Amendment to its certificate of incorporation (the "Certificate of Amendment") to implement a reverse stock split (the "Reverse Split") of the Company's common stock, par value $0.0001 per share (the "Common Stock"), at a ratio of 1:15 (the "Reverse Split Ratio"). The Reverse Split was approved by the Company's stockholders at this year's annual meeting, held on May 7, 2025.

The Reverse Split will become effective as of 12:01 a.m. Eastern Time on December 26, 2025 (the "Effective Time"), and the Company's Common Stock is expected to commence trading on a split-adjusted basis when the market opens on December 26, 2025, at which time the Common Stock will be represented by a new CUSIP number (04546C 304). The Common Stock will continue to trade on the Nasdaq Stock Market under the symbol "ASRT."

As of the Effective Time, each fifteen shares of Common Stock outstanding will be combined, automatically and without any action on the part of the Company or its stockholders, into one new share of Common Stock. No fractional shares of Common Stock will be issued as a result of the Reverse Split. In lieu of any fractional shares to which a stockholder of record would otherwise be entitled, the Company will pay cash (without interest and subject to withholding taxes, as applicable) equal to such fraction multiplied by the closing price of the Common Stock on the Nasdaq Stock Market on December 24, 2025 (as adjusted in good faith by the Company to account for the Reverse Split Ratio). The par value per share of the Common Stock will remain unchanged.

In addition, effective as of the Effective Time and based on the Reverse Split Ratio, proportionate adjustments will be made (i) in accordance with the terms of the indenture, to the conversion rate of the Company's 6.5% Convertible Senior Notes due 2027, and (ii) in accordance with the terms of the Company's equity incentive compensation plans, to (a) the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options, (b) the number of shares issuable upon the vesting of all restricted stock units and (c) the number of shares authorized and reserved for issuance pursuant to the Company's equity incentive compensation plans.

The foregoing description of the Reverse Split does not purport to be complete and is subject to and qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed with this report as Exhibit 3.1 and is incorporated into this report by reference.

The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.