UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

October 727, 2025

ASSERTIO HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39294		85-0598378
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

100 South Saunders Rd., Suite 300,

Lake Forest, IL 60045

(Address of principal executive offices, including zip code)

(224) 419-7106

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

	Title of each class:		Trading Symbol(s):		Name of each exchange on which registered:
	Common Stock, $0.0001 par value		ASRT		The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 15.~~01.~~02 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnDeparture ~~October 7, 2025, Spectrum Pharmaceuticals, Inc. (“Spectrum”), a wholly owned subsidiary~~ of ~~Assertio~~Chief ~~Holdings, Inc.~~Executive (the “Company”), and Hanmi Pharmaceutical Co. Ltd. (the “Supplier”) entered into an amendment and restatement (the “Amendment”) of the Supply Agreement dated February 28, 2018, as previously amended, which provides for the supply of ROLVEDON drug substance to Spectrum (the “Agreement”). Among other things, the Amendment establishes long-term pricing following the expiration of the Agreement’s fixed pricing provisions in October 2025.Officer

~~The~~Effective ~~Amendment~~as ~~reflects~~of aOctober ~~mid-single~~27, ~~digit~~2025, ~~percentage~~Brendan O’Grady, ~~reduction~~Chief toExecutive ~~the~~Officer ~~price~~and ~~Spectrum~~a ~~agreed~~director toof ~~pay~~Assertio ~~the~~Holdings, ~~Supplier~~Inc. ~~for~~(the ~~ROLVEDON~~“Company”) ~~drug~~separated ~~substance~~from ~~following~~service ~~the~~as ~~Company’s~~Chief ~~acquisition~~Executive Officer of ~~Spectrum in~~the ~~2023~~Company. ~~Pursuant~~Mr. toO’ ~~the~~Grady’s ~~Amendment,~~separation ~~the~~constitutes ~~new~~an ~~price~~“Other isInvoluntary ~~fixed~~Termination,” ~~throughout~~as defined in the ~~remaining~~Management ~~term~~Continuity ofAgreement ~~Spectrum’s~~between ~~license~~Mr. ~~agreement~~O’Grady ~~with~~and the ~~Supplier~~ Company, ~~subject~~a toform ~~(1) the~~of ~~Supplier’s~~which ~~right~~was tofiled ~~request~~as ~~price~~Exhibit ~~increases~~10.3 ~~for periods beginning January 1, 2028,~~ to the Company’s ~~extent~~Quarterly itReport ~~experiences~~on ~~cost~~Form ~~increases~~10-Q ~~above~~filed aon ~~set~~August ~~threshold~~7, ~~and~~2024. ~~(2) a~~As ~~provision~~such, ~~that~~contingent ~~reduces~~upon ~~the~~Mr. ~~per~~O’Grady’s ~~gram~~execution ~~pricing~~and bynon-revocation of a ~~specified amount~~waiver ~~for~~and ~~each~~release ~~year~~ in ~~which~~substantially the ~~previous~~form ~~year’s~~included ~~global~~with ~~market~~the ~~volume~~Management ~~for~~Continuity ~~ROLVEDON~~Agreement, ~~exceeds a specified threshold which has not yet been met~~Mr. ~~Spectrum~~O’sGrady ~~consent~~will isbe ~~required for any changes to Supplier’s manufacturing process. Accordingly, Spectrum may~~entitled ~~seek~~ to ~~negotiate~~the aseverance ~~lower~~compensation ~~supply~~and ~~price~~benefits asprovided afor ~~condition~~in tothe ~~its~~Management ~~approval~~Continuity ofAgreement ~~any~~in ~~future~~connection ~~process~~with ~~improvements~~an ~~that~~“Other ~~lower the Supplier’s~~Involuntary ~~costs~~Termination.”

~~Pursuant~~Appointment to the Amendment, Spectrum will also be required to provide the Supplier with a forecasted purchase plan each year. While there are no minimum purchase requirements, if Spectrum includes any orders in a forecasted purchase plan, it must designate at least fifty percent of ~~such~~Chief ~~orders~~Executive ~~as binding. None of the Agreement’s other supply terms were materially amended.~~Officer

~~The~~Effective ~~foregoing~~upon ~~summary~~Mr. ofO’Grady’s separation, the ~~Amendment~~Board ~~does~~of ~~not purport~~Directors toof bethe ~~complete~~Company ~~and~~(the is“Board”) ~~qualified~~appointed inMark ~~its~~Reisenauer, ~~entirety~~currently bya ~~reference~~member toof the ~~Amendment~~Board, ato ~~copy~~serve ofas the ~~which~~Company’s ~~will~~Chief beExecutive ~~filed~~Officer. asMr. anReisenauer’s ~~exhibit~~biographical to information is described in the Company’s ~~Annual~~Definitive Proxy ~~Report~~Statement on ~~Form 10-K~~Schedule ~~for~~14A ~~the~~filed ~~year~~on ~~ending~~April ~~December 31~~8, 2025. Mr. Reisenauer will continue to serve as a member of the Board.

~~SIGNATURE~~On October 27, 2025, the Company entered into an offer letter with Mr. Reisenauer in connection with his service as the Chief Executive Officer (the “Offer Letter”). The Offer Letter provides that Mr. Reisenauer will receive a base salary at a rate of $800,000 per annum, with an annual target cash bonus opportunity of 85% of his base salary, except that he is not eligible for a cash bonus for the remainder of 2025. Mr. Reisenauer will also receive initial grants of (i) a stock option award (the “Option”) to acquire 1,000,000 shares of Company common stock and (ii) an award of 500,000 restricted stock units (the “RSUs”), in each case, pursuant to the Company’s Amended and Restated 2014 Omnibus Incentive Plan (as amended, the “Plan”), with one-third of each grant vesting each year over the three-year period following the grant date. Mr. Reisenauer will also be eligible to receive annual equity-based awards pursuant to the Plan.

Mr. Reisenauer also entered into a Management Continuity Agreement (the “MCA”) with the Company. Pursuant to the ~~requirements~~terms of the Reisenauer MCA, upon Mr. Reisenauer’s ~~Securities~~termination ~~Exchange~~other ~~Act~~than offor ~~1934~~Cause, death or Disability, or Mr. Reisenauer’s voluntary termination for Good Reason (each as defined in the ~~registrant~~Reisenauer ~~has~~MCA) ~~duly~~within ~~caused~~the ~~this~~period ~~report~~beginning ninety days prior to a Change in Control (as defined in the Reisenauer MCA) and ending twenty-four months following a Change in Control (the “Change in Control Period”), subject to Mr. Reisenauer’s execution and non-revocation of a release of claims in favor of the Company and continued compliance with certain restrictive covenants, Mr. Reisenauer will be ~~signed~~entitled to (i) a lump sum cash payment in an amount equal to two times the higher of (1) the base salary which Mr. Reisenauer was receiving immediately prior to the Change in Control or (2) the base salary which Mr. Reisenauer was receiving immediately prior to his termination of employment, payable on the 60th day following Mr. Reisenauer’s termination of employment or, if his termination of employment is prior to the Change in Control, on the date of the Change in Control; (ii) a lump sum cash payment in an amount equal to two times Mr. Reisenauer’s target annual bonus, payable on the 60th day following Mr. Reisenauer’s termination of employment or, if his termination of employment is prior to the Change in Control, on the date of the Change in Control; (iii) payment of the full cost of the health insurance benefits provided to Mr. Reisenauer and his spouse and dependents through the earlier of the end of the 24 month period following the date of termination or the date upon which Mr. Reisenauer is no longer eligible for such COBRA or other benefits under applicable law; (iv) payment of any earned but unpaid annual bonus for the year immediately preceding the year of termination, to be paid at the time the Company pays bonuses with respect to such year to its ~~behalf~~executives bygenerally; (v) up to three consecutive months of outplacement services, not to exceed $5,000 per month and (vi) 100% of Mr. Reisenauer’s unvested option shares, restricted stock, restricted stock units, other equity-based awards and other long-term incentive awards will become immediately vested, provided that any performance-based awards will be calculated as set forth in the ~~undersigned~~applicable ~~hereunto~~award ~~duly~~agreement or, if not specified therein, based on achieving ~~authorized~~the target level of performance. Notwithstanding the foregoing, in the event that a termination as described in this paragraph occurs prior to the date of the Change in Control, then if any of Mr. Reisenauer’s unvested option shares, restricted stock, restricted stock units, other equity-based awards and other long-term incentive awards are forfeited as the result of such termination of employment, Mr. Reisenauer will be entitled to receive a lump sum cash payment equal to the value of all such awards that were forfeited as the result of such termination of employment.

~~Date~~In addition, pursuant to the terms of the Reisenauer MCA, upon Mr. Reisenauer’s termination other than for Cause, death or Disability or due to a voluntary termination for Good Reason that occurs outside of the Change in Control Period, subject to Mr. Reisenauer’s execution and non-revocation of a release of claims in favor of the Company and continued compliance with certain restrictive covenants, Mr. Reisenauer will be entitled to receive severance benefits as follows: ~~October 10~~(i) continuation of his base salary in effect immediately prior to his termination for 18 months after the effective date of the termination, ~~2025~~payable in accordance with the Company’s standard payroll practices; (ii) payment of the full cost of the health insurance benefits provided to Mr. Reisenauer and Mr. Reisenauer’s spouse and dependents, as applicable, immediately prior to the termination of employment pursuant to the terms of COBRA or other applicable law through the earlier of the end of the 18 month period following the date of termination or the date upon which Mr. Reisenauer is no longer eligible for such COBRA or other benefits under applicable law; (iii) payment of any earned but unpaid annual bonus for the year immediately preceding the year of termination, to be paid at the time the Company pays bonuses with respect to such year to its executives generally; and (iv) up to three consecutive months of outplacement services, not to exceed $5,000 per month.

~~ASSERTIO~~The ~~HOLDINGS~~foregoing descriptions of the Offer Letter and the Reisenauer MCA do not purport to be complete and are qualified in their entirety by reference to the full text, ~~INC.~~which ~~/s/~~will ~~Brendan~~be filed P.as ~~O’Grady~~exhibits ~~Brendan~~to P.the OCompany’~~Grady~~s ~~Chief~~Annual ~~Executive~~Report ~~Officer~~on Form 10-K for the fiscal year ended December 31, 2025.

In connection with his appointment as Chief Executive Officer, Mr. Reisenauer continues to have rights under his Indemnification Agreement for Directors and Officers, which he entered into upon joining the Board effective January 2, 2025, a form of which has been filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K12B filed with the Securities and Exchange Commission on May 19, 2020.

There are no arrangements or understandings between Mr. Reisenauer and any other person pursuant to which he was selected as an officer or director of the Company. There are no family relationships between Mr. Reisenauer and any of the executive officers or directors of the Company. There is no information that is required to be disclosed with respect to Mr. Reisenauer pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure

On October 28, 2025, the Company issued a press release announcing Mr. Reisenauer’s appointment. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is furnished pursuant to Item 7.01 of this Current Report on Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

	99.1	Press Release, dated October 28, 2025

	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 30, 2025

	ASSERTIO HOLDINGS, INC.

	/s/ Mark Reisenauer
	Mark Reisenauer
	Chief Executive Officer

Filing Compare · Assertio Holdings, Inc.