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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under § 240.14a-12

Assertio Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required

☐

Fee paid previously with preliminary materials

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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ASSERTIO HOLDINGS, INC.
100 SOUTH SAUNDERS ROAD, SUITE 300
LAKE FOREST, ILLINOIS 60045

NOTICE OF VIRTUAL ANNUAL MEETING OF STOCKHOLDERS

Virtual Meeting Only
To Be Held May 7, 2025
12:30 p.m. Central Time

To the Stockholders of Assertio Holdings, Inc.:

Notice is hereby given that the Annual Meeting of Stockholders of Assertio Holdings, Inc., a Delaware corporation (the Company), will be held on May 7, 2025 at 12:30 p.m., Central Time (the Annual Meeting). The Company’s board of directors has determined that the Annual Meeting will be a virtual meeting conducted exclusively via live audio webcast. The Company’s board of directors believes that this is the right choice for the Company and the Company’s stockholders, as it enables stockholders to participate fully, and equally, from any location around the world. We are committed to ensuring that the Company’s stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting.

You can attend the meeting by using the unique join link and password that will be emailed to you after you pre-register at https://www.viewproxy.com/asrt/2025, which link will take you to a website where you will be able to listen to the meeting live, submit questions and vote online. To pre-register for the virtual meeting, you will need a virtual control number, which for registered stockholders is included on your proxy card and for beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will be assigned to you as part of the pre-registration process by following the instructions provided in the accompanying Proxy Statement. The deadline to pre-register for the virtual meeting is 11:59 p.m., Central Time, on May 6, 2025. If you do not have a virtual control number, you may still call in to the virtual meeting and listen by telephone by following the instructions provided in the accompanying Proxy Statement.

The meeting webcast will begin promptly at 12:30 p.m. Central Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 12:00 p.m. Central Time, and you should allow ample time for the check-in procedures. If you experience technical difficulties during the check-in process or during the Annual Meeting please call (866) 612-8937 for assistance. For additional information on how you can attend and participate in the virtual Annual Meeting, please see the instructions beginning on page 1 of the accompanying Proxy Statement. Because the Annual Meeting will be a completely virtual meeting, there will be no physical location for stockholders to attend.

The Annual Meeting is being held for the following purposes, as more fully described in the accompanying Proxy Statement:

To elect the seven directors named in the Proxy Statement to hold office until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified.

To approve an amendment and restatement of the Company’s Amended and Restated 2014 Omnibus Incentive Plan to increase the number of shares available for issuance thereunder.

To approve, on an advisory basis, the compensation of the Company’s named executive officers.

To approve an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split at a ratio of not less than 1-for-2 and not greater than 1-for-15, inclusive.

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To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

Only stockholders of record at the close of business on March 13, 2025 will be entitled to notice of, and to attend (online) and vote at, the Annual Meeting or any adjournments or postponements thereof.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on
May 7, 2025 at 12:30 p.m. Central Time
The proxy statement and annual report to stockholders
are available at https://www.viewproxy.com/asrt/2025

By Order of The Board of Directors

Brendan P. O’Grady
Chief Executive Officer

Lake Forest, Illinois
April 8, 2025

YOUR VOTE IS IMPORTANT!

You are cordially invited to attend and participate in the Company’s virtual Annual Meeting. Whether or not you expect to attend the virtual meeting, please complete, date, sign and return the proxy card or the voting instruction form, or vote over the Internet or the telephone as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. A return envelope (which is postage prepaid if mailed in the United States) has been provided for your convenience. Even if you have voted by proxy, you may still vote during the Company’s virtual Annual Meeting by following the instructions provided in the accompanying Proxy Statement. Your broker, bank or other nominee cannot vote your shares for any proposals deemed “non-routine” unless you provide voting instructions. Therefore, if your shares are held by a broker, bank or other nominee, the Company highly encourages you to instruct them regarding how to vote your shares.

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	PAGE
GENERAL INFORMATION		3
BOARD OF DIRECTORS AND DIRECTOR NOMINEES		7
CORPORATE GOVERNANCE		10
Board and Board Committees		10
Director Nominations		13
Communications with Directors		14
Code of Ethics and Governance Guidelines		15
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		16
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		18
EXECUTIVE OFFICERS		19
EXECUTIVE COMPENSATION		21
Executive Summary		21
Summary Compensation Table		22
Outstanding Equity Awards at Fiscal Year-End		28
Potential Payments Upon Termination or Change in Control		29
Pay Versus Performance		30
Director Compensation		33
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS		36
AUDIT RELATED MATTERS		37
Audit Committee Report		37
Fees Paid to Independent Registered Public Accounting Firm		37
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services		38
OVERVIEW OF PROPOSALS		39
Proposal 1: Election of Directors		39
Proposal 2: Approval of an Amendment and Restatement of the Company’s Amended and Restated 2014 Omnibus Incentive Plan to Increase the Number of Shares Available for Issuance Thereunder		40
Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation		50
Proposal 4: Approval of an Amendment to the Company’s Certificate of Incorporation to Effect Reverse Stock Split at a Ratio of not less than 1-for-2 and not greater than 1-for-15, inclusive		51
Proposal 5: Ratification of Independent Registered Public Accounting Firm		58
OTHER MATTERS		59
Stockholders Sharing the Same Address		59
Form 10-K		59
Stockholder Proposals		59
APPENDIX A RECONCILIATION OF GAAP NET INCOME (LOSS) TO NON-GAAP EBITDA AND ADJUSTED EBITDA		A-1
APPENDIX B ASSERTIO HOLDINGS, INC. AMENDED AND RESTATED 2014 OMNIBUS INCENTIVE PLAN, AS AMENDED		B-1

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ASSERTIO HOLDINGS, INC.
100 SOUTH SAUNDERS ROAD, SUITE 300
LAKE FOREST, ILLINOIS 60045
(224) 419-7106

PROXY STATEMENT
FOR THE 2025 VIRTUAL ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 7, 2025
12:30 p.m. Central Time

Assertio Holdings, Inc. (the Company or Assertio) is furnishing this Proxy Statement and the enclosed proxy in connection with the solicitation of proxies by the Company’s Board of Directors (the Board) for use at the Virtual Annual Meeting of Stockholders to be held on May 7, 2025, at 12:30 p.m. Central Time, and at any adjournments or postponements thereof (the Annual Meeting). The proxy materials (including our Annual Report on Form 10-K for fiscal year ended December 31, 2024) are being mailed to stockholders on or about April 8, 2025.

Holders of the Company’s common stock at the close of business on March 13, 2025 can join the Annual Meeting by using the unique join link and password that will be emailed to you after you pre- register at https://www.viewproxy.com/asrt/2025, which link will take you to a website where stockholders may vote and submit questions during the meeting. To pre-register for the virtual meeting, you will need a virtual control number, which for registered stockholders is included on your proxy card and for beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will be assigned to you as part of the pre-registration process by following the instructions provided in this Proxy Statement. The deadline to pre-register for the virtual meeting is 11:59 p.m., Central Time, on May 6, 2025. If you do not have a control number, you may still call in to the virtual meeting and listen by telephone by following the instructions provided in this Proxy Statement.

LEGAL MATTERS

Forward-Looking Statements

The Proxy Statement may contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, which statements are subject to substantial risks and uncertainties and are based on estimates and assumptions. All statements other than statements of historical fact included in the Proxy Statement, including statements about the Company’s Board of Directors, corporate governance practices, executive compensation program, equity compensation utilization and environmental, social and governance initiatives, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “design,” “estimate,” “predict,” “potential,” “plan” or the negative of these terms, and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from the forward-looking statements expressed or implied in the Proxy Statement. Such risks, uncertainties and other factors include those risks described in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the SEC) and other subsequent documents we file with the SEC. The Company expressly

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disclaims any obligation to update or alter any statements whether as a result of new information, future events or otherwise, except as required by law.

Website References

Website references throughout this document are inactive textual references and provided for convenience only, and the content on the referenced websites is not incorporated herein by reference and does not constitute a part of the Proxy Statement.

Trademarks

Assertio, Zyla and Spectrum are registered trademarks of Assertio Holdings, Inc. Other names and brands may be claimed as the property of others.

Certain Stockholder Actions

For a description of stockholder derivative lawsuits involving certain of our directors, refer to “Note 8. Commitments and Contingencies” to our consolidated financial statements included in our 2024 Annual Report on Form 10-K filed with the SEC on March 12, 2025.

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GENERAL INFORMATION

Why am I receiving these materials?

We have made these materials available to you in connection with our solicitation of proxies for use at the virtual Annual Meeting to be held on May 7, 2025 at 12:30 p.m. Central Time, and at any adjournments or postponements thereof. We invite you to attend the Annual Meeting online and request that you vote on the proposals described in this Proxy Statement.

How do I attend the virtual Annual Meeting?

The Annual Meeting will be a virtual meeting conducted exclusively via live webcast starting at 12:30 p.m. Central Time. You will be able to attend the Annual Meeting online, submit your questions during the meeting and vote your shares electronically at the meeting by using the unique join link and password that will be emailed to you after you pre-register at https://www.viewproxy.com/asrt/2025.

To pre-register for the virtual meeting, you will need a virtual control number, which for registered stockholders is included on your proxy card and for beneficial stockholders can be obtained by following the applicable instructions under “Do I need to pre-register to attend the Assertio Annual Meeting?” below. If you do not have a virtual control number, you may still call in to the virtual meeting and listen by telephone using the instructions provided under “Do I have the option to call in to the Company’s Annual Meeting instead of attending the live webcast?” below. Because the Annual Meeting is completely virtual and being conducted via live webcast, stockholders will not be able to attend the meeting in person. The Company is pleased to offer its stockholders a completely virtual Annual Meeting, which we believe enables stockholders to participate fully, and equally, from any location around the world. The Company is committed to ensuring that stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. The Company will try to answer as many stockholder-submitted questions as time permits that relate to the proposals to be voted on at the Annual Meeting and comply with the Company’s Annual Meeting rules of conduct. However, the Company reserves the right to edit profanity or other inappropriate language, or to exclude questions that are not pertinent to meeting matters or that are otherwise inappropriate. If substantially similar questions are received, the Company will group such questions together and provide a single response to avoid repetition.

Do I need to pre-register to attend the Assertio Annual Meeting?

Yes, any stockholder wishing to attend the virtual Annual Meeting must pre-register for the meeting before 11:59 p.m., Central Time, on May 6, 2025, by following these instructions, as applicable to the nature of your ownership of common stock:

•

If your shares are registered in your name with Continental Stock Transfer, the Company’s transfer agent, and you wish to attend the online-only virtual meeting, use the unique join link and password that will be emailed to you after you pre-register at https://www.viewproxy.com/asrt/2025. To pre- register for the virtual meeting, you will need a virtual control number, which is included on your proxy card.

•

Beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the virtual meeting must obtain a legal proxy by contacting (at least five (5) business days prior to the meeting date) their account representative at the bank, broker, or other nominee that holds their shares and upload a copy (a legible photograph is sufficient) of their legal proxy when pre-registering for the virtual meeting at https://www.viewproxy.com/asrt/2025. Beneficial stockholders who upload a valid legal proxy while pre-registering will be issued a virtual control number that will allow them to complete the pre-registration process. Once you have pre- registered, you will receive a meeting invitation by email with your unique join link along with a password.

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Do I have the option to call in to the Company’s Annual Meeting instead of attending the live webcast?

Yes. Stockholders will also have the option to call in to the virtual meeting and listen by telephone (but will not be able to vote or ask questions) by calling:

Optional telephone access (listen-only):
+1 (415) 655-0052 (standard rates apply outside of the U.S. and Canada)

Passcode for telephone access:
342-546-460#

How do I submit questions for the Virtual Annual Meeting?

Stockholders participating in the virtual meeting will be in a listen-only mode and will not be able to speak during the webcast. However, in order to maintain the interactive nature of the virtual meeting, virtual attendees are able to submit questions during the meeting through the virtual meeting portal by typing in the “Submit a question” box. You can also submit any questions during the pre-registration process, or by emailing the Company at corpgov@assertiotx.com.

Who do I contact if I am encountering difficulties pre-registering for the virtual meeting or attending the meeting online?

If you encounter any difficulties pre-registering for the virtual meeting or accessing the meeting webcast during the check-in or meeting time, please email VirtualMeeting@viewproxy.com or call 866-612-8937.

What items will be voted on at the Annual Meeting?

Stockholders will vote on the following items at the Annual Meeting:

To elect the seven nominees for director named in this Proxy Statement to serve until the 2026 Annual Meeting and until their successors are duly elected and qualified (Proposal 1);

To approve an amendment and restatement of the Company’s Amended and Restated 2014 Omnibus Incentive Plan to increase the number of shares available for issuance thereunder (Proposal 2);

To approve, on an advisory basis, the compensation paid to the Company’s named executive officers (Proposal 3);

To approve an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split at a ratio of not less than 1-for-2 and not greater than 1-for-15, inclusive (Proposal 4);

To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2025 (Proposal 5); and

To transact such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

What are the Board of Director’s voting recommendations?

The Board recommends that you vote “FOR” each of the director nominees and “FOR” each of the other proposals.

What should I do now in order to vote on the proposals to be voted on at the Company’s Annual Meeting?

After carefully reading and considering the information contained in this Proxy Statement, please mark, sign and date the enclosed proxy card or the voting instruction form provided by your bank or broker and return it in the enclosed postage-paid envelope as soon as possible so that your shares may be represented at the Annual Meeting. You may also cast your vote by attending the virtual Annual

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Meeting or by voting your shares via the Internet or by telephone by following the instructions on your proxy card or voting instruction form.

Who is entitled to vote and how do I vote?

Only holders of record of our common stock at the close of business on March 13, 2025 (the Record Date) are entitled to attend and to vote at the Annual Meeting. Each share is entitled to one vote on each matter presented at the Annual Meeting. Stockholders do not have cumulative voting rights. As of the Record Date, there were 95,773,083 shares of common stock outstanding.

To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the virtual Annual Meeting. Stockholders of record may vote by one of the methods described above. All proxy cards received by the Company that are properly signed and have not been revoked will be voted in accordance with the instructions contained in the proxy cards. If a signed proxy card is received which does not specify a vote or an abstention, the shares represented by that proxy card will be voted in accordance with the Board’s recommendations. Beneficial owners may vote by telephone or online if their bank or broker makes those methods available, in which case the bank or broker will enclose the instructions with the proxy materials. For further instructions on voting, see your proxy card or voting instruction form. If you vote by proxy using the paper proxy card, by telephone or online, the shares represented by the proxy will be voted in accordance with your instructions. Please note, however, that if your shares are held in “street name” and you wish to vote at the Annual Meeting, you must obtain a legal proxy issued in your name from the broker, bank or other nominee of record. Without a valid proxy, beneficial holders cannot vote at the Annual Meeting because their brokerage firm, bank or other financial institution may have already voted or returned a broker non-vote on their behalf.

What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares, and we sent the proxy materials directly to you.

Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are the beneficial owner of shares held in “street name,” and the proxy materials were forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account.

What if I submit a proxy and later change my mind?

If you have given your proxy and later wish to revoke it, you may do so at any time before it is voted at the Annual Meeting by (a) delivering a proxy revocation or another duly executed proxy bearing a later date to Attn: Legal, Assertio Holdings, Inc., at 100 South Saunders Road, Suite 300, Lake Forest, Illinois 60045, (b) submitting new voting instructions online or by telephone or (c) attending the virtual Annual Meeting and voting online during the virtual meeting. Attendance at the virtual Annual Meeting will not revoke a proxy unless the stockholder actually votes online during the virtual meeting.

What happens if other matters are raised at the Annual Meeting?

The Company is not aware, as of the date hereof, of any matters to be voted upon at the Annual Meeting other than those stated in this Proxy Statement and the accompanying Notice of Virtual Annual Meeting of Stockholders. If any other matters are properly brought before the Annual Meeting, the enclosed proxy card gives discretionary authority to the persons named as proxies to vote the shares represented by the properly executed proxy card in their discretion.

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What constitutes a quorum?

One-third of the outstanding shares of our common stock as of the Record Date, present online or by proxy and entitled to vote at the Annual Meeting, constitutes a quorum. Broker non-votes and abstentions, if any, will be counted for purposes of determining whether a quorum is present.

How is it determined whether a matter has been approved?

Assuming a quorum is present, the approval of the matters specified in the Notice of Virtual Annual Meeting will be determined as follows:

•

For the election of directors in Proposal 1, each nominee will be elected if the number of votes cast for their election exceeds the number of votes cast against their election;

•

For approval of Proposals 2, 3 and 5, each proposal must receive the affirmative vote of a majority of the shares of our common stock, present online or by proxy and entitled to vote on the proposal; and

•

For approval of Proposal 4, the number of votes cast for the proposal must exceed the number of votes cast against the proposal.

What are broker non-votes and abstentions?

Broker non-votes occur when a broker has not received voting instructions from the beneficial owner of shares held in street name and the broker does not have discretionary authority to vote the shares or elects not to vote the shares. Abstentions occur when a stockholder who is either virtually present at the meeting or represented by proxy, affirmatively chooses not to vote on a proposal.

What effect does a broker non-vote or an abstention have?

Broker non-votes and abstentions, if any, will be counted for purposes of determining whether a quorum is present. Broker non-votes and abstentions will have no effect on the outcome of the election of directors in Proposal 1 or the outcome of Proposal 4 because broker non-votes and abstentions are not counted as votes cast for purposes of these proposals. Abstentions will have the same effect as a vote against each of the other matters to be voted on at the Annual Meeting, and broker non-votes, if any, will have no effect on such matters. In order to minimize the number of broker non-votes, if any, we encourage you to provide voting instructions to the organization that holds your shares by carefully following the instructions provided in this Proxy Statement.

Where can I find the voting results of the Annual Meeting?

The preliminary voting results will be announced at the Annual Meeting. The final voting results will be tallied by the Inspector of Election and published in a Current Report on Form 8-K, which we are required to file with the SEC on or before the fourth business day following the Annual Meeting.

Who is paying for the cost of this proxy solicitation?

The proxy is solicited by the Board of Directors. The Company will pay all of the costs of soliciting proxies for the Annual Meeting. In addition to solicitation by mail, officers, directors and employees of the Company may solicit proxies personally, or by telephone, without receiving additional compensation. We have engaged Alliance Advisors, LLC to assist in the solicitation of proxies and provide related advice and information support, for a services fee and the reimbursement of customary disbursements, which are not expected to exceed $52,000 in the aggregate. The Company, if requested, will also pay brokers, banks and other fiduciaries that hold shares of common stock for beneficial owners for their reasonable out-of-pocket expenses of forwarding these materials to stockholders.

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BOARD OF DIRECTORS AND DIRECTOR NOMINEES

The Bylaws of the Company provide for a board of directors (the Board) consisting of between five and nine directors. The number of directors currently authorized by resolution of the Board is seven. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the seven nominees named in the table below. Each nominee named in the table below is presently a director of the Company.

Each nominee, other than Brendan P. O’Grady, Mark L. Reisenauer and David M. Stark, was elected to his or her present term by the stockholders of the Company at the 2024 Annual Meeting of Stockholders (the 2024 Annual Meeting). Subsequently, the Board appointed Brendan P. O’Grady, who was identified by a third-party search firm, to serve as the Chief Executive Officer and as a director of the Company, effective May 29, 2024. On November 7, 2024, Dr. Jeffrey L. Vacirca and Peter D. Staple each resigned as a member of the Board. Also effective November 7, 2024, the Board appointed David M. Stark, who was identified by a non-employee director, to serve as a director of the Company. Subsequently, the Board appointed Mark L. Reisenauer, who was identified by a non-employee director, to serve as a director of the Company, effective January 2, 2025.

The present term of each of the directors named in the table below continues until the Annual Meeting and until his or her successor has been elected and qualified.

The term of office of each person elected as a director will continue until the next Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, retirement or removal.

There are no family relationships among any of the Company’s directors or executive officers.

The name of and certain other information regarding each director nominee is set forth in the table below.

Name	Age	Principal Occupation	Director Since
Heather L. Mason	64	Chairman of the Board, Assertio Holdings, Inc.; Retired Executive Vice President, Abbott Nutrition	2019
Sravan K. Emany	47	Senior Vice President and Chief Financial Officer, Beam Therapeutics Inc.	2023
Sigurd C. Kirk	58	Former Executive Vice President, Allergan plc	2024
William T. McKee	63	Chief Executive Officer, MBJC Associates, LLC	2017
Brendan P. O’Grady	58	Chief Executive Officer, Assertio Holdings, Inc.	2024
Mark L. Reisenauer	60	Former President, U.S. Commercial at Astellas Pharmaceuticals Inc.	2025
David M. Stark	56	Former Chief Legal Officer, Teva Pharmaceutical Industries Ltd.	2024

Heather L. Mason has served as a director of the Company since February 2019 and as the Company’s interim Chief Executive Officer from January 2024 through May 2024 (as well as serving in a separate interim executive officer role for the Company during June 2024). Ms. Mason is a former senior executive of Abbott Laboratories, a multinational medical devices and health care company, having retired as Executive Vice President of Abbott Nutrition in October 2017, a role she held since April 2015. From June 2014 to April 2015, Ms. Mason served as Executive Vice President, Global Commercial Operations, prior to which she served as Senior Vice President of Abbott Diabetes Care from May 2008 to June 2014. Ms. Mason joined Abbott in 1990 and held a number of positions in Abbott’s U.S. pharmaceutical business. Prior to joining Abbott, Ms. Mason worked for Quaker Oats, FMC Corporation, and Commonwealth Edison. Ms. Mason serves as a director and member of the audit committee of Convatec Group PLC, a publicly-held medical device company. She also serves as a director and member of the audit and compensation committees of Immatics NV, a publicly- held biotechnology company. Ms. Mason also serves as a director and member of the compensation committee of Pendulum Therapeutics and as the chair of SCA Pharmaceuticals, LLC, both privately held. The Board considered Ms. Mason’s experience and expertise within the following areas relevant to the Company and its business in concluding that she should serve on the Board: Corporate and

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Executive Management; Operational and Strategic Planning; Corporate Leadership; and Board and Board Committee Experience. Ms. Mason holds a B.S.E. in Industrial Engineering from the University of Michigan and an M.B.A. from the University of Chicago.

Sravan K. Emany has served as a director of the Company since November 2023 and has served as Senior Vice President and Chief Financial Officer of Beam Therapeutics Inc., a Nasdaq listed biotechnology company, since December 2024. Prior to joining Beam, Mr. Emany served as Senior Vice President and Chief Financial Officer of Ironwood Pharmaceuticals, Inc., a Nasdaq listed healthcare company, from December 2021 until December 2024. Prior to joining Ironwood, Mr. Emany served as Corporate Vice President, Commercial Excellence and Chief Strategy Officer of Integra LifeSciences Holdings Corporation, a publicly traded global healthcare company, from March 2020 until December 2021 and as Vice President of Strategy, Treasury and Investor Relations from February 2018 to March 2020. Prior to Integra, Mr. Emany served in various mergers and acquisitions investment banking roles at Bank of America and BofA Securities (formerly Bank of America Merrill Lynch) from September 2008 to February 2018, culminating in his service as managing director in the mergers and acquisitions group where he led numerous mergers and acquisitions in the healthcare sector. Mr. Emany also served in various other financial roles, including with Goldman Sachs Group and Morgan Stanley. The Board considered Mr. Emany’s experience and expertise within the following areas relevant to the Company and its business in concluding that he should serve on the Board: Financial Management; Mergers and Acquisitions; Corporate Strategy; and Corporate Management. Mr. Emany holds a B.A. in international relations from The Johns Hopkins University and an M.A. in international relations and international economics from The Johns Hopkins School of Advanced International Studies.

Sigurd C. Kirk has served as a director of the Company since April 2024, immediately following the expiration of his short-term consulting agreement with the Company which was entered into in January 2024. Mr. Kirk is a senior corporate business development executive with more than 20 years of pharmaceutical experience in the areas of branded biopharmaceutical, medical device and generic products. Since 2021, Mr. Kirk has served as a consultant and director to privately-held pharmaceutical companies, including Vinci Pharmaceuticals, Inc., since September 2023. From May 2021 to January 2024, he served as a director and member of the audit committee of Aravive, Inc., a development stage oncology company. From 2009 until its acquisition by AbbVie Inc. in May 2020, Mr. Kirk held various positions at Allergan plc. (formerly Actavis), a pharmaceutical company. From May 2012 until May 2020, Mr. Kirk was Executive Vice President, Corporate Business Development at Allergan plc., where he was a member of the Executive Leadership Team. He was an integral member assessing development and commercial opportunities, leading due diligence, as well as negotiating and transacting key legal and financial terms. Mr. Kirk also served as Senior Vice President, Global Controller and Chief Accounting Officer for Barr Pharmaceuticals, Inc. from 2007 until 2009, after having served in positions of increasing responsibility at Barr from 2003. Mr. Kirk started his career at Deloitte & Touche as an Audit Manager, earning his CPA certification. The Board considered Mr. Kirk’s experience and expertise within the following areas relevant to the Company and its business in concluding that he should serve on the Board: Business Development, Acquisitions; Divestitures; Licensing Markets; Financial Planning & Analysis; and Board and Board committee experience. Mr. Kirk received his Bachelor of Business Administration degree from Pace University.

William T. McKee has served as a director of the Company since March 2017. Mr. McKee has served as Chief Executive Officer of MBJC Associates, LLC, a business consulting firm serving pharmaceutical and biotech companies, since February 2010. Mr. McKee served as Chief Financial Officer of C4 Therapeutics, Inc., a biopharmaceutical company, from July 2020 until June 2021. Mr. McKee served as Chief Operating Officer and Chief Financial Officer for EKR Therapeutics, Inc., from July 2010 until June 2012 when EKR was sold to Cornerstone Therapeutics Inc. Until March 2010, Mr. McKee served as the Executive Vice President, Chief Financial Officer and Treasurer of Barr Pharmaceuticals, Inc., a subsidiary of Teva Pharmaceutical Industries Limited, and the successor entity to Barr Pharmaceuticals, Inc., which was acquired by Teva in December 2008. Mr. McKee was also Executive Vice President and Chief Financial Officer of Barr prior to its acquisition by Teva, after having served in positions of increasing responsibility at Barr from 1995 until its acquisition. Mr. McKee serves as a Venture Partner for Cobro Ventures, a private investment firm focused on software and biotech, and a board member of its privately-held portfolio company, NextRNA Therapeutics. He also serves as a board member of privately-held MedRhythms, Inc. From June 2019 to October 2023, Mr. McKee served as a director and chair of the audit committee of Aileron

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Therapeutics, Inc., a publicly-held biopharmaceutical company. From 2014 to June 2020, Mr. McKee served as a director and member of the audit and compensation committees of Agile Therapeutics, Inc., a publicly-held specialty biopharmaceutical company. From June 2020 to June 2023, Mr. McKee also served as a director of privately-held Vinci Therapeutics. The Board considered Mr. McKee’s experience and expertise within the following areas relevant to the Company and its business in concluding that he should serve on the Board: Corporate Management; Corporate Operations; Financial Management; Mergers and Acquisitions; Corporate Strategy; and Board and Board committee experience. Mr. McKee holds a B.B.A. from the University of Notre Dame and is NACD Directorship Certified® and also holds the CERT Certificate in Cyber-Risk Oversight from NACD.

Brendan P. O’Grady has served as Chief Executive Officer and a director of the Company since May 2024. He most recently served as Chief Executive Officer of the Global Formulations Business at Glenmark Pharmaceuticals Ltd., a multinational pharmaceutical company, from June 2022 to February 2024, where he was responsible for a P&L spanning six continents, driving new product launches, growing key end markets and restoring profitability in underperforming markets. Prior to that, Mr. O’Grady served as Chief Growth and Commercial Officer of American Well Corp. dba Amwell, an online healthcare services company, from August 2021 to June 2022, where he was responsible for building and overseeing a go-to-market strategy. Prior to that, he served in various positions of increasing responsibility at Teva Pharmaceutical Industries Ltd. from 2001 to 2021, most recently serving as Chief Executive Officer and President, Teva USA and Executive Vice President, North America Commercial, from November 2017 to August 2021, where he was responsible for leading Teva’s North America business, including specialty, generic and over-the-counter pharmaceuticals, ANDA, Inc. Prior to that, Mr. O’Grady served in various positions of increasing responsibility at Sanofi from 1991 to 2001. Mr. O’Grady received a B.S. in Management Science, Marketing Concentration from the State University of New York at Geneseo (SUNY Geneseo) and an M.B.A. from Baker University.

Mark L. Reisenauer has served as a director of the Company since January 2025. Mr. Reisenauer served as President of U.S. Commercial at Astellas Pharmaceuticals Inc., a global life sciences company, from April 2021 to April 2024 and, before that, as Senior Vice President, Oncology Business Unit from April 2011 to April 2021. Prior to joining Astellas, Mr. Reisenauer served as Senior Vice President, Chief Commercial Officer at Micromet Inc., a biotechnology company that was later acquired by Amgen Inc., from September 2007 to April 2011. Prior to Micromet, Mr. Reisenauer served as Divisional Vice President and General Manager, Neuroscience and, before that, General Manager, Oncology, at Abbott Laboratories, a multinational medical devices and health care company, from May 2002 to September 2007. Earlier in his career, Mr. Reisenauer held roles at Pharmacia Corporation, Bristol-Myers Squibb and Zeneca Pharmaceuticals. Mr. Reisenauer has served as a member of the Commercial Launch and Medical Affairs Advisory Board of Autolus Therapeutics since 2024 and previously served as a member of the board of directors of the PhRMA Trade Association from 2021 to 2024. The Board considered Mr. Reisenauer’s experience and expertise within the following areas relevant to the Company and its business in concluding that he should serve on the Board: Commercial Leadership, Pipeline Development Experience, Product Launch Experience and Oncology Product Experience. Mr. Reisenauer holds a B.A. in Political Science from the University of Wisconsin.

David M. Stark has served as a director of the Company since November 2024. Mr. Stark served as Chief Legal Officer of Teva Pharmaceutical Industries Ltd. (Teva Pharmaceuticals) from 2016 to 2024. Mr. Stark joined Teva Pharmaceuticals in 2002 and served in a series of roles with increasing responsibilities in Teva North America and Teva Americas, including as Senior Director, Deputy General Counsel, Vice President and General Counsel, and Senior Vice President and General Counsel, Global Specialty Medicines. Prior to joining Teva, Mr. Stark was an associate attorney in the litigation departments at Willkie Farr & Gallagher LLP between 1998 and 2002, Chadbourne & Parke between 1997 and 1998 and Haight, Gardner, Poor & Havens between 1994 and 1997. Mr. Stark is Founder and CEO of Stark Creative Solutions LLC, specializing in innovative solutions to legal challenges. The Board considered Mr. Stark’s experience and expertise within the following areas relevant to the Company and its business in concluding that he should serve on the Board: Legal Experience, Mergers and Acquisitions, Corporate Management, and Corporate Strategy. Mr. Stark holds a J.D. from New York University School of Law and a B.A. in Political Science from Northeastern University, summa cum laude.

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CORPORATE GOVERNANCE

BOARD AND BOARD COMMITTEES

Board and Committee Meetings and Annual Meetings Attendance

Our Corporate Governance Guidelines provide that directors are expected to attend all scheduled Board and committee meetings and the annual meeting of stockholders. Each then-current director attended the 2024 Annual Meeting. The Board met nine times during fiscal year 2024. In addition, the Audit Committee met five times, the Compensation Committee met five times and the Nominating and Corporate Governance Committee met six times. Each individual who served as a director during fiscal year 2024, other than Dr. Vacirca who resigned as a member of the Board effective November 7, 2024, attended 75% or more of each of (i) the total number of Board meetings held during the period of such member’s service and (ii) the total number of meetings of Committees on which such member served, if any, during the period of such member’s service.

Board Independence

Our Corporate Governance Guidelines require that at least two-thirds of the Board be independent directors, as defined under the rules of the Nasdaq Capital Market (Nasdaq). Based upon information requested from and provided by each director and nominee concerning his or her background, employment and affiliations, including the beneficial ownership of our capital stock by each non-employee director, the Board has determined that each of Ms. Mason and Messrs. Emany, Kirk, McKee, Reisenauer and Stark is “independent” under the rules of Nasdaq. The Board previously determined that Mr. Staple, Mr. Tyree and Dr. Vacirca were “independent” under the rules of Nasdaq during the period each served on the Board in 2024. Ms. Mason served as Interim Chief Executive Officer from January 2024 to May 2024 (and served in a separate interim executive officer role during June 2024) and was not “independent” during this period, but, in accordance with Nasdaq rules, resumed her status as an “independent” director following such service. The Board has also determined that each member of the Audit Committee and the Compensation Committee meets the applicable independence requirements for serving on such committees under the Nasdaq rules and SEC rules and regulations.

In determining that Mr. Kirk qualifies as an “independent director” as defined by the Nasdaq rules and satisfies the heightened independence standards for audit and compensation committees, the Board took into consideration the short-term consulting agreement between Mr. Kirk and the Company, pursuant to which he received less than $120,000 in compensation for his services (which was solely in the form of a stock option grant) and which agreement expired, and consulting services ceased, prior to the effective date of his appointment to the Board.

In determining that Mr. Stark qualifies as an “independent director” as defined by the Nasdaq rules and satisfies the heightened independence standards for audit and compensation committees, the Board took into consideration the short-term legal engagement between Mr. Stark’s company Stark Creative Solutions LLC and the Company, pursuant to which Stark Creative Solutions LLC received $5,000 in compensation for his services and which engagement expired, and legal services ceased, prior to the effective date of his appointment to the Board.

Board Leadership Structure

Our Corporate Governance Guidelines provide that the roles of Chief Executive Officer and Chairman of the Board should be separate and that the Chairman of the Board should be an independent director. The Board believes that separation of the roles of Chief Executive Officer and Chairman of the Board is the most appropriate structure for the Company because that structure allows the Chief Executive Officer to focus his or her energy on operational issues, particularly during our ongoing leadership transition, while the Chairman of the Board can focus on governance and other related issues, and enhances the independence of the Board. Currently, Ms. Mason, an independent non-employee director, serves as the Chairman of the Board and Mr. O’Grady serves as a director and the Company’s Chief Executive Officer. The Corporate Governance Guidelines adopted by the Board are posted on the Company’s website at www.assertiotx.com under the caption “Investors — Corporate Governance — Governance Documents.”

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The Board believes that its programs for overseeing risk, as described below, would be effective under a variety of leadership frameworks. Accordingly, the Board’s risk oversight function did not significantly impact its selection of the current leadership structure.

The Board’s Role in Risk Oversight

The Board oversees the establishment and maintenance of the Company’s risk management processes. The Board’s role in the Company’s risk oversight process includes receiving regular updates from members of senior management on areas of material risk to the Company, including commercial sales, clinical and medical affairs, regulatory matters, research and development, supply chain, human resources, finance, legal, governance and compliance and information management and technology matters and strategic and reputational matters. The full Board (or the appropriate Committee in the case of risks that are under the purview of a particular Committee) receives these updates to enable it to understand the Company’s risk profile and the Company’s risk identification, risk management and risk mitigation strategies. When a Committee receives the update, unless all directors participated in the relevant Committee meeting, the Chairman of the relevant Committee provides an update on the discussion to the full Board at the next Board meeting. This enables the Board and its Committees to coordinate the risk oversight role.

The Board delegated primary responsibility for oversight of specific risks to its committees. Specifically, the Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to risk in the areas of financial reporting and internal controls, investment policy, tax planning, product and general liability insurance, compliance with applicable laws and regulations and related party transactions. The Audit Committee also discusses with management the Company’s policies and practices regarding information management policies and procedures, information systems and related infrastructure and cybersecurity risk management and back-up policies, practices and infrastructure, including, to the extent related to the Company’s financial reporting and accounting processes, insider trading and director and officer insurance. The Compensation Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks relating to the Company’s compensation plans, program and policies, benefit plans, succession planning, human capital and corporate culture, as well as oversight of other risks associated with the Compensation Committee’s responsibilities under its charter. The Nominating and Corporate Governance Committee assists the Board in fulfilling its oversight responsibilities with respect to enterprise risk management and the management of risks associated with matters overseen by the Nominating and Corporate Governance Committee, including corporate governance, director succession planning, reputational risk and political and charitable contributions and environmental and social responsibility, to the extent such risk arises from these topics.

Board Committees

The Board has established three standing committees: an Audit Committee; a Compensation Committee; and a Nominating and Corporate Governance Committee. Charters for the Company’s Audit, Compensation and Nominating and Corporate Governance Committees are posted on the Company’s website at www.assertiotx.com under the caption “Investors — Corporate Governance — Governance Documents.”

The members of each committee are appointed by the Board and serve until their successors are elected and qualified, unless they are earlier removed or resign. The Board has determined that the composition of each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee meet the requirements for independence under the applicable SEC rules and the listing standards of the Nasdaq applicable to each such committee. The table below indicates the current composition of each committee and the audit committee members determined by the Board to be “audit committee financial experts.”

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Committee	Committee Chair	Additional Committee Members	Audit Committee Financial Experts
Audit	Sravan K. Emany	Sigurd C. Kirk William T. McKee	Sravan K. Emany Sigurd C. Kirk William T. McKee
Compensation	Sigurd C. Kirk	Sravan K. Emany William T. McKee Mark L. Reisenauer	—
Nominating and Corporate Governance	William T. McKee	Heather L. Mason David M. Stark	—

Audit Committee. The Audit Committee has sole responsibility for appointing and terminating the Company’s independent registered public accounting firm. In addition, the Audit Committee assists the Board in its oversight responsibilities to stockholders, specifically with respect to:

•

the qualifications and independence of our independent registered public accounting firm and internal auditing function;

•

financial statements and related disclosure matters;

•

internal audit, internal controls and corporate risk management;

•

investment policies, and tax planning and strategies;

•

finance organization and operations;

•

information technology and information management security, and related policies and practices;

•

compliance, insider trading and related party transactions; and

•

other related matters.

Compensation Committee. The Compensation Committee assists the Board in its oversight responsibilities to stockholders, specifically with respect to:

•

evaluating the performance of the Company against corporate goals and objectives relevant to executive management compensation approved by the Board;

•

in consultation with the Chairman of the Board, evaluating the CEO’s performance in light of corporate goals and objectives and any individual goals and objectives;

•

evaluating the performance of members of executive management (other than the CEO) in light of the CEO’s evaluation of their performance and the corporate and any individual goals and objectives;

•

recommending to the Board for approval CEO compensation based on the Compensation Committee’s evaluation;

•

reviewing and approving the compensation of executive management, other than the CEO, based on the Compensation Committee’s evaluation;

•

executive compensation disclosure, including, if applicable, by reviewing and discussing the Compensation Discussion and Analysis (CD&A), if applicable, with Company management and, based on such review and discussion, making a recommendation to the Board regarding whether to include the CD&A, if applicable, in the Company’s proxy statement and/or Annual Report on Form 10-K;

•

overseeing, reviewing and approving inclusion of a compensation committee report, if applicable, in the Company’s proxy statement and/or Annual Report on Form 10-K pursuant to applicable securities rules and regulations;

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compensation and benefit plans;

•

the Company’s strategies and policies related to human capital management;

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•

non-employee director compensation (including by reviewing periodically, and recommending to the Board for approval, the form and amount of compensation of non-employee directors of the Board for their service); and

•

risk oversight associated with the foregoing.

The Compensation Committee may delegate its authority and responsibilities to subcommittees consisting of two or more members of the committee. The committee may also delegate authority to review and approve the compensation of our employees to certain of our executive officers.

Nominating and Corporate Governance Committee. The primary responsibilities of the Nominating and Corporate Governance Committee are:

•

identifying individuals qualified to become Board members, consistent with criteria approved by the Board, and selecting, or recommending that the Board select, the director nominees for the next annual meeting of stockholders, or in the case of a vacancy on the Board, recommending an individual to fill such vacancy;

•

reviewing and recommending to the Board the appropriate organizational and board leadership structure;

•

reviewing the adequacy of our corporate governance principles on a regular basis;

•

developing and recommending to the Board a set of corporate governance guidelines applicable to the Company;

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overseeing the Board’s self-evaluation process, and providing the Board advice regarding Board succession;

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recommending to the Board membership for each Board committee and any changes to the Board’s committee structure as it deems advisable; and

•

providing oversight of the enterprise risk management (including retaining an independent third party to assist) and the risks associated with matters overseen by the Nominating and Corporate Governance Committee, including corporate governance, director succession planning, political and charitable contributions, and reputational risk to the extent such risk arises from these topics.

DIRECTOR NOMINATIONS

The information below describes the criteria and process that the Nominating and Corporate Governance Committee uses to evaluate candidates to the Board.

Criteria for Nomination to the Board of Directors; Process for Identifying and Evaluating Nominees. As part of the Nominating and Corporate Governance Committee’s goal of building an effective Board, our Nominating and Corporate Governance Committee has adopted a Director Nomination Protocol (the Protocol) that, together with the Company’s Bylaws, describes in detail the process we use to fill vacancies and add new members to the Board. The Protocol is available at www.assertiotx.com under “Investors — Corporate Governance — Governance Documents,” as Appendix A to the Nominating and Corporate Governance Committee charter. Under the Protocol, in general, while there are no specific minimum qualifications for nominees, any candidate for service on the Board should possess the highest personal and professional ethics and be committed to representing the long-term interests of the Company’s stockholders. Director candidates should be committed to the Company’s core values (passion, integrity, professionalism, collaboration and tenacity), and must strongly support the Company’s vision of improving lives through better medicine. They must also bring to the Board a deep and wide range of experience in the business world, and diverse problem-solving talents. The Board should represent an appropriate, relevant mix of skills, industry experience, backgrounds, and ages. Typically, Board members will be people who have demonstrated high achievement in business or another field, enabling them to provide strategic support and guidance for the Company. Particular areas of expertise sought include: corporate strategy and development; commercial sales and marketing in highly competitive markets; commercial operations and execution in our areas of therapeutic focus; corporate finance; financial and/or accounting expertise; organizational leadership, development and management; public company management and disclosure; legal expertise in the

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pharmaceutical industry; and corporate risk assessment and management. Directors must also have an inquisitive and objective perspective, practical wisdom and mature judgment.

The Nominating and Corporate Governance Committee periodically reviews the composition of the Board for skills and characteristics focused on the governance and business needs and requirements of the Company, including due to a vacancy on the Board. The Nominating and Corporate Governance Committee and the Chairman of the Board will identify potential candidates and review the credentials of all such candidates to identify candidates to recommend to the full Board that they believe are best qualified to serve on the Company’s Board, and a search firm may be engaged to identify additional candidates and assist with initial screening. The members of the Nominating and Corporate Governance Committee and the CEO will meet with potential candidates to further assess their qualifications and fitness, determine the candidate’s interest in joining the Board and provide feedback and recommendations concerning the candidate. For qualified candidates, the Nominating and Corporate Governance Committee will obtain background and reference information, as appropriate, review all available information concerning the candidates’ qualifications and, if appropriate, recommend the candidate to the full Board for election.

In evaluating director candidates or nominees, the Nominating and Corporate Governance Committee and the full Board assess the background of each candidate in a number of different ways, including how the individual’s qualifications complement, strengthen and enhance those of existing Board members as well as the anticipated future needs of the Board. The Board also performs an annual self-evaluation, through which the members of the Board assess the Board’s performance and ways in which such performance can be improved. Directors should be committed to serve on the Board for an extended period of time. The Company also will consider the candidate’s independence under applicable Nasdaq listing standards and the Company’s Corporate Governance Guidelines.

Director Overboarding Policy. In addition, the Board believes that directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively. The Board and the Nominating and Corporate Governance Committee will take into account the nature and time involved in the directors’ service on other boards in evaluating the suitability of directors. In addition, the Company’s Corporate Governance Guidelines limit the total number of public company boards that a non-employee director may serve as follows:

•

non-employee directors should not serve on more than four other boards of public companies in addition to the Company’s board.

•

no member of the Audit Committee should simultaneously serve on the audit committee of more than three public companies, including the Company’s Audit Committee.

The Nominating and Corporate Governance Committee assess compliance with this policy annually as part of the director nomination process. All of our directors are currently in compliance with our policy.

Director Candidates Recommended by Stockholders. The Nominating and Corporate Governance Committee will consider candidates recommended by stockholders. The procedures that stockholders should use to nominate directors are provided in our Bylaws. For details on recommending a candidate for director or nominating a director, see “Other Matters — Stockholder Proposals” below. Stockholders should also provide such additional information as will allow the Nominating and Corporate Governance Committee to evaluate the candidate in light of the key principles listed above, including but not limited to information concerning the candidate’s commitment to the Company’s core values, personal and professional ethics, business experience and independence. The Nominating and Corporate Governance Committee may ask the candidate or the stockholder recommending the candidate to provide additional information at any time, and may conduct its own investigation of a candidate’s background, as the Nominating and Corporate Governance Committee deems appropriate under the circumstances. There are no differences in the manner of evaluation if the nominee is recommended by a stockholder.

COMMUNICATIONS WITH DIRECTORS

The Company believes that communication between the Board, stockholders and other interested stakeholders is an important part of the Company’s corporate governance process. To this end, the Board has adopted Stockholder Communication Procedures that are available at www.assertiotx.com under the

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caption “Investors — Corporate Governance — Governance Documents” and that provide a process for stockholders to send communications to the Board, any individual director or the non-management directors as a group, through the Chairman. Communications may be sent in writing or by email to: Chairman of the Board, Assertio Holdings, Inc., c/o General Counsel, 100 South Saunders Road, Suite 300, Lake Forest, Illinois 60045, email: corpgov@assertiotx.com.

The Corporate Secretary will act as agent for the independent Chairman in facilitating direct communications to the Board. The Corporate Secretary will review, sort and summarize the communications. The Corporate Secretary will not, however, “filter out” any direct communications from being presented to the independent Chairman without instruction from the independent Chairman, and in such event, any communication that has been filtered out will be made available to any non-employee director who asks to review it. The Corporate Secretary will not make independent decisions with regard to what communications are forwarded to the independent Chairman. The Corporate Secretary will send a reply to the sender of each communication acknowledging receipt of the communication.

CODE OF ETHICS

The Board has adopted a Code of Business Conduct and Ethics (the Code of Ethics) that applies to all of the Company’s employees, officers and directors, including its principal executive officer and its principal financial officer or persons performing similar functions. A copy of the Code of Ethics is available on the Company’s website at www.assertiotx.com under the caption “Investors — Corporate Governance — Governance Documents” and any amendments to or waivers of the Code of Ethics will be posted to such website. We intend to disclose future amendments to certain provisions of the Code of Ethics, and any waivers of the Code of Ethics granted to executive officers and directors, on the website within four business days following the date of the amendment or waiver to the extent required by applicable rules.

GOVERNANCE GUIDELINES

The Board has also adopted Corporate Governance Guidelines (posted on the Company’s website at www.assertiotx.com) which addresses, among other matters, the Board’s composition and structure, responsibilities, retirement policy, meeting procedures, its role in leadership development and general committee matters. We require our employees to act responsibly in compliance with applicable laws, rules and regulations and to conduct dealings with patients, medical professionals, and the Company’s customers, suppliers and competitors fairly, honestly and with integrity. We provide regular training to our employees that supports their ability to act responsibly in compliance with applicable laws and standards.

INSIDER TRADING POLICY

We have adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers, employees and consultants that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing rules, as applicable. In addition, from time to time, the Company may engage in transactions in its own securities, including share issuances and repurchases. The Company’s practices with respect to share issuances and repurchases, which are overseen by the Finance and Legal Departments (and, if appropriate, approved by the Board or appropriate committee), are designed to promote compliance with applicable insider trading and other securities laws, rules, regulations and listing standards. Transactions pursuant to equity-based compensation arrangements are conducted in accordance with the terms of the plans and agreements.

Anti-Hedging and Anti-Pledging Policy

Our insider trading policy prohibits the following relating to our securities:

•

Speculative trading such as short sales, “sale against the box” or any equivalent transactions

•

Hedging transactions such as “cashless” collars, forward sales, equity swaps and other similar instruments

•

Pledging shares

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•

Purchasing stock “on margin”

•

Trading during blackout periods

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding beneficial ownership of the Company’s common stock as of March 13, 2025 (or for information based on filings with the SEC as of the dates specified below) by (a) each person known to the Company to beneficially own more than 5% of the outstanding shares of the Company’s common stock, (b) each director and director nominee, (c) each named executive officer (NEO) and (d) all current directors and executive officers as a group. The information in this table is based solely on statements in filings with the SEC or other information made available to the Company that is deemed reliable.

Name of Beneficial Owner(1)	Aggregate Number of Shares of Common Stock		Number Subject to Convertible Securities Exercisable Within 60 days(2)		Percentage of Common Stock
Nantahala Capital Management, LLC(3)		8,948,336		—		9.3%
Heather L. Mason		287,650		553,821(4)		*%
Brendan P. O’Grady		11,706		—		*%
Ajay Patel		175,675		733,749(5)		*%
Paul Schwichtenberg		146,345		733,749(5)		*%
Sravan K. Emany		59,190		8,770(6)		*%
Sigurd C. Kirk		—		118,702(7)		*%
William T. McKee		43,528		206,390(8)		*%
Mark L. Reisenauer		—		—		*%
David M. Stark		—		—		*%
Daniel A. Peisert(9)		607,457		—		*%
All current directors and executive officers as a group (11 persons)		877,983		3,070,096(10)		4.0%

Less than one percent

(1)

Except as otherwise indicated, the address of each beneficial owner listed in the table is Assertio Holdings, Inc., 100 South Saunders Road, Suite 300, Lake Forest, Illinois 60045.

(2)

Beneficial ownership of shares is determined in accordance with the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power, or of which a person has the right to acquire ownership within 60 days of the date of this table. Percentage ownership is based on 95,773,083 shares of the Company’s common stock outstanding as of the date of this table. Shares of common stock subject to stock options and restricted stock units vesting within 60 days of the date of this table are deemed to be outstanding and beneficially owned for purposes of computing the percentage ownership of such person but are not treated as outstanding for purposes of computing the percentage ownership of other persons. To our knowledge and subject to applicable community property rules, and except as otherwise noted, each person or entity has sole voting and investment power with respect to the shares shown. Unless otherwise noted, none of the shares shown as beneficially owned on this table are subject to pledge.

(3)

As reported on a Schedule 13G filed with the SEC on November 14, 2024, Nantahala Capital Management, LLC (Nantahala) beneficially owned 8,948,336 shares of the Company’s common stock as of December 31, 2024. Nantahala and its managing members, Wilmot B. Harkey and Daniel Mack, each have shared voting and dispositive power with respect to such shares. The address of the Nantahala and Messrs. Harkey and Mack is 130 Main St, 2nd Floor, New Canaan, Connecticut 06840.

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(4)

Includes 553,821 shares underlying stock options that are currently exercisable.

(5)

Includes (a) 695,732 shares underlying stock options that are currently exercisable or exercisable within 60 days and (b) 38,017 restricted stock units that are scheduled to vest within 60 days.

(6)

Includes 8,770 shares underlying stock options that are currently exercisable.

(7)

Includes 118,702 shares underlying stock options that are currently exercisable.

(8)

Includes (a) 11,138 shares underlying stock options that are currently exercisable and (b) 195,252 restricted stock units, all of which are deferred until retirement.

(9)

The amounts listed in this table for Mr. Peisert, the Company’s former President and Chief Executive Officer, are based on information available to the Company as of January 24, 2024, the date Mr. Peisert executed a waiver and release agreement in connection with his separation from service.

(10)

Includes (a) 2,760,793 shares underlying stock options that are currently exercisable or exercisable within 60 days and (b) 309,303 restricted stock units, of which (i) 114,051 are scheduled to vest within 60 days, and (ii) 195,252 have been deferred until the participant’s retirement.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Policies and Procedures for Related Party Transactions

The Board has adopted a written Policy Regarding Transactions with Related Persons (the Related Persons Policy), which is administered by the Company’s Audit Committee. The Related Persons Policy applies to any transaction or series of transactions in which the Company or a subsidiary is a participant, the amount involved exceeds $120,000 and a Related Person to the Company (as defined in Item 404(a) of SEC Regulation S-K) has a direct or indirect material interest; provided, however, the Board has determined that certain transactions not required to be reported pursuant to Item 404(a) of SEC Regulation S-K are not considered to be transactions covered by the Related Persons Policy. Under the Related Persons Policy, a related party transaction must be reported to the Company’s legal department and be reviewed and approved or ratified by the Company’s Audit Committee in accordance with the terms of the Related Persons Policy, prior to the effectiveness or consummation of the transaction, whenever practicable. The Company’s Audit Committee reviews all relevant information available to it about the potential related party transaction. The Company’s Audit Committee, in its sole discretion, may impose such conditions as it deems appropriate on the Company or the Related Person in connection with the approval of the related party transaction. The Company also polls its directors and executive officers on a quarterly basis with respect to related party transactions and their service as an officer or director of other entities. The brother-in-law of our Executive Vice President and Chief Transformation Officer, Paul Schwichtenberg, served as Senior Manager — Operations through November 30, 2023 and, thereafter, as Associate Director — Operations. In such capacities, he earned above the $120,000 reporting threshold in 2024, commensurate with similarly situated employees of the Company. Otherwise, there were no transactions since January 1, 2023, or any currently proposed transactions, that require disclosure as a related party transaction.

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EXECUTIVE OFFICERS

The Company’s executive officers are set forth in the table below. Biographical information for Mr. O’Grady is set forth above under “Board of Directors and Director Nominees.”

Name	Age	Position
Brendan O’Grady	58	Chief Executive Officer and Director
Ajay Patel	41	Executive Vice President and Chief Financial Officer
Paul Schwichtenberg	54	Executive Vice President and Chief Transformation Officer
Mary E. Pietryga	59	Executive Vice President and Chief Commercial Officer
Sam Schlessinger	43	Executive Vice President and General Counsel

Ajay Patel has served as Executive Vice President and Chief Financial Officer since March 1, 2025, and previously served as Senior Vice President and Chief Financial Officer since November 2023. He previously served as Senior Vice President and Chief Accounting Officer from March 2021 and as Vice President, Controller from July 2019 when he joined the Company. Prior to joining the Company, from February 2018 to July 2019 he served as Director, Technical Accounting & Accounting Policy at US Foods, a food service distributor, where he was responsible for establishing and maintaining company-wide accounting policies. From June 2006 to February 2018, Mr. Patel served at Ernst & Young LLP (Ernst & Young), a multinational professional services network, in various roles of increasing responsibility in its Assurance practice leading financial statement audits of strategic key clients. Mr. Patel holds a B.S. degree in Finance from the University of Illinois, a Masters degree in accounting from the University of Virginia and is a CPA.

Paul Schwichtenberg has served as Executive Vice President and Chief Transformation Officer since March 1, 2025, and previously served as Senior Vice President and Chief Transformation Officer since December 2024. He previously served as Senior Vice President and Commercial Officer since February 2024, prior to which he served as Senior Vice President, Commercial Pricing, Analytics and Distribution from November 2023, as Senior Vice President, Chief Financial Officer from March 2021, and as Vice President, Finance from April 2018 when he joined the Company. Prior to joining the Company, he served as Director of Pricing and Planning for AbbVie, a biopharmaceutical company, from October 2013 to April 2018 where he led the U.S. Commercial Pricing Team. Prior to this, Mr. Schwichtenberg served as Controller for Radio Flyer, Inc., a consumer products company, from October 2010 to October 2013. From 2000 to October 2010, Mr. Schwichtenberg served at Takeda Pharmaceuticals in various roles of increasing responsibility, most recently as Senior Director and Controller. Prior to entering the pharmaceutical industry, he served as a senior auditor at Wolf & Company LLP. Mr. Schwichtenberg holds a B.S. degree in Business Administration from Roosevelt University and is a CPA.

Mary Pietryga has served as Executive Vice President and Chief Commercial Officer since March 1, 2025, and previously served as Senior Vice President and Chief Commercial Officer since December 2024. She became an executive officer of the Company in February 2025. Mary is an experienced business executive with a diversified background in the pharmaceutical/bioscience and medical device industry. Her leadership spans commercial sales, payer access and pricing, and strategic marketing. Before joining the Company, she was Vice President, Head of Global Biosimilar Portfolio at Teva Pharmaceuticals Industries Ltd. from February 2024 to December 2024 where she was responsible for the redesign of the global asset portfolio and creation of a multi-year framework to increase revenue and drive new partnerships. Prior to that she held a number of positions at pharmaceutical companies including as a Partner, Chief Commercial Officer at Peregrine Market Access from March 2021 to January 2024, where she was responsible for leading contract teams to deliver end-to-end, fully integrated, CRO and commercial solutions; Vice President, Marketing, Pain Franchise at Pacira Biosciences Inc. from April 2019 through January 2021; and Business Unit Head, Gastroenterology & Uro Oncology Franchises at Ferring Pharmaceutical from July 2017 through March 2019. Prior to that, she held positions at Sanofi (Domestic and Global responsibilities), and Merck & Co. Ms. Pietryga holds a bachelor’s degree in Mathematics Education from Michigan State University and a Master of Business Administration from Villanova University.

Sam Schlessinger has served as Executive Vice President and General Counsel since March 1, 2025, and previously served as Senior Vice President and General Counsel since July 2021. He became an executive officer of the Company in March 2022. Mr. Schlessinger previously served as the Company’s Vice President,

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Legal from February 2021 through June 2021 and as Senior Counsel from May 2020 to February 2021. Prior to joining the Company, Mr. Schlessinger provided outsourced corporate and securities legal services to the Company from 2019 to 2020 through Axiom Law. Prior to that, he served as a corporate partner at Dentons LLP from 2015 to 2018, where he advised public and privately- held clients in mergers and acquisitions, buyouts and recapitalizations, and securities transactions; a corporate associate at Dentons LLP from 2012 to 2015; and a corporate associate at McDermott Will & Emery LLP from 2006 to 2012. Mr. Schlessinger holds a B.A. degree in Mathematics from Pomona College and a JD from the University of Illinois.

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EXECUTIVE COMPENSATION

EXECUTIVE SUMMARY

2024 Key Business Results

During fiscal 2024, the Company transitioned to Rolvedon as its primary asset and took additional steps to advance its commercial model. Actions included:

•

The appointment of a new Chief Executive Officer, Brendan P. O’Grady, with extensive pharmaceutical industry experience;

•

Enhancing the leadership team and Board with additional legal, commercial and strategy expertise aligned to the Company’s identified business needs;

•

Optimizing the Company’s cost operating structure to align with changes in the asset base; and

•

Strengthening the balance sheet through cash flow generated from the Company’s asset base.

The Company notes the following key financial results for fiscal 2024:

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Delivered full year product sales of $120.8 million;

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Reported full year GAAP net loss of $(21.6) million and non-GAAP adjusted EBITDA of $17.1 million*;

•

Generated $26.4 million in operating cash flow; and

•

Transitioned the business to Rolvedon as the lead asset while responding to the entrance of generic competition for Indocin.

Stockholder Engagement and Say-on-Pay

We believe that regular, transparent communications with our stockholders are essential to our long- term success. We value the opinions of our stockholders, and we are committed to building and maintaining a robust stockholder engagement program to encourage open and transparent honest discussion about our Company’s business plans, executive compensation practices and governance programs.

Over the course of 2024 and early 2025, we have engaged with stockholders of varying position sizes and classifications in a variety of ways, including soliciting direct feedback on specific matters, active participation in equity conferences and investor events across the United States and through frequent meetings with stockholders, prospective stockholders, and investment analysts. These meetings regularly include our Chief Executive Officer and Chief Financial Officer.

As part of our engagement efforts, we seek to provide our investors with insight into our business and practices, answers to their questions, and responses to the valuable insight and feedback they share. We also review and discuss stockholder feedback internally to help ensure we are proactively assessing and informing our policies, programs, and areas of focus, as well as considering the priorities of our stockholders.

What Guides Assertio’s Program

Executive Compensation Philosophy

The Company strives to align executive compensation with business results and stockholder interests. In this spirit, the Company offers a competitive compensation program that allows its named executive officers (NEOs) to share in its financial success when they deliver performance that helps achieve short- and long-term corporate goals and increases in stockholder value. On an overall basis, target total compensation for the Company’s NEOs is calibrated to be competitive with a blend of its peer group and size-appropriate

Adjusted EBITDA is a non-GAAP financial measure. For a discussion of this measure and for reconciliation to the most directly comparable GAAP measure, see Appendix A to this Proxy Statement.

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survey data from the life sciences industry. We also base compensation on a blend of individual experience level and the value of their role to the organization. In addition, a significant portion of compensation for all NEOs is in the form of long-term incentive compensation and therefore earned compensation can be above or below target depending on the Company’s performance, providing alignment with stockholder interests.

SUMMARY COMPENSATION TABLE

The following table sets forth information concerning compensation earned for services rendered to the Company by each of our NEOs for fiscal years 2024 and 2023, as applicable, as determined in accordance with applicable SEC rules.

Name & Principal Position	Year		Salary ($)		Bonus ($)(1)		Stock Awards ($)(2)		Option Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)(3)		All Other Compensation ($)(4)		Total ($)
Brendan P. O’Grady Chief Executive Officer		2024		502,372		—		495,000		1,587,420		406,949		20,962		3,012,703
Heather L. Mason(5) Former Interim Chief Executive Officer		2024		316,774		—		—		551,980		200,000		9,230		1,077,984
Daniel A. Peisert Former President and Chief Executive Officer		2024		53,753		—		—		—		—		564,860		618,613
		2023		612,630		137,500		1,066,065		999,845		424,549		23,400		3,263,989
Ajay Patel(6) Executive Vice President, Chief Financial Officer		2024		445,387		—		59,483		239,496		185,963		22,396		952,725
		2023		362,512		22,125		266,516		249,962		131,051		23,100		1,055,266
Paul Schwichtenberg(7) Executive Vice President, Chief Transformation Officer		2024		430,047		—		59,483		239,496		185,963		17,444		932,433
		2023		373,155		44,250		266,516		249,962		132,363		23,880		1,090,126

(1)

In 2023, the amounts shown reflect cash awards paid to each NEO pursuant to the Company’s Long-Term Incentive Awards, which were granted in February 2020 and vest on each of the first three anniversaries of the grant date assuming continued employment through the applicable vesting date.

(2)

The amounts shown in the Stock Awards and Option Awards columns represent the grant date fair value of stock options and restricted stock units, determined in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718.

The assumptions made in the valuation reflected in these columns are set forth in the following notes to the Company’s Consolidated Financial Statements:

For Stock and Option Awards Granted in Fiscal Year	Consolidated Financial Statements	Included with Form 10-K Filed:	Note
2024	December 31, 2024	March 12, 2025	10
2023	December 31, 2023	March 11, 2024	17

(3)

Reflects amounts paid to each NEO pursuant to the Company’s annual cash bonus plan which pays out to participants based on levels of performance against corporate financial goals and other corporate goals, as well as individual goals if applicable (as discussed in “— Narrative to Summary Compensation Table — 2024 Performance Measures” below).

(4)

For 2024, amounts reflect Company 401(k) match and life insurance premiums, and for Mr. Peisert, also includes his severance payments made in accordance with his Management Continuity Agreement. The Company provides the NEOs with health, medical and other non-cash benefits generally available to all salaried employees, which are not included in these columns pursuant to SEC rules.

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(5)

For 2024, $48,505 of the amount reported in the salary column for Ms. Mason reflects director fees earned for the portion of 2024 when she was not serving as an interim executive officer.

(6)

For 2024, $16,233 of the amount reported in the salary column for Mr. Patel represents retroactive pay to adjust his salary to reflect his promotion to CFO on November 9, 2023 through January 1, 2024. Amounts paid to Mr. Patel during 2023 reflect compensation in his role as Senior Vice President, Chief Accounting Officer from January 1, 2023, through November 8, 2023, and Senior Vice President, Chief Financial Officer from November 9, 2023, through December 31, 2023.

(7)

Amounts paid to Mr. Schwichtenberg during 2024 reflect compensation in his role as Senior Vice President, Commercial Pricing, Analytics and Distribution from January 1, 2024, through February 6, 2024, Senior Vice President, Chief Commercial Officer from February 7, 2024 through December 22, 2024, and Senior Vice President, Chief Transformation Officer from December 23, 2024 through December 31, 2024. Amounts paid to Mr. Schwichtenberg during 2023 reflect compensation in his role as Senior Vice President, Chief Financial Officer from January 1, 2023, through November 8, 2023, and Senior Vice President, Commercial Pricing, Analytics and Distribution from November 9, 2023, through December 31, 2023.

Narrative to Summary Compensation Table

Base Salary

The table below shows the base salaries for our NEOs for 2024 and 2023 (if applicable):

	Base Salary
Name	2024			2023			Increase
Brendan P. O’Grady(1)		$	850,000			—		—
Heather L. Mason(2)		$	540,000			—		—
Daniel A. Peisert(3)		$	53,753		$	612,630		—
Ajay Patel(4)		$	435,000		$	362,512		20%
Paul Schwichtenberg(5)		$	435,000		$	373,155		17%

SEC Form DEF 14A filed by Assertio Holdings Inc.