Assertio Holdings, Inc.ASRT
Assertio Holdings, Inc. Stock Compensation Disclosure
STOCK-BASED COMPENSATION
Refer to Note 1. Organization and Summary of Significant Accounting Policies, for further discussion of the Company’s stock-based compensation policies.
For the years ended December 31, 2025 and 2024, stock-based compensation expense of $3.5 million and $5.0 million, respectively, was recognized in Selling, general and administrative expenses in the Company’s Consolidated Statements of Comprehensive Loss. The recognized tax benefits on total stock-based compensation expense were $0.8 million and $1.2 million for the years ended December 31, 2025 and 2024, respectively.
As of December 31, 2025, the Company had $1.5 million and $2.3 million of total unrecognized compensation expense related to RSU and stock option grants, respectively, that will be recognized over a weighted-average vesting period of 1.99 years and 2.00 years, respectively.
2014 Omnibus Incentive Plan
The Company’s 2014 Omnibus Incentive Plan was adopted by the Board of Directors and approved by the shareholders in May 2014, and subsequently amended and restated through May 2025 (as amended and restated, the “2014 Omnibus Plan”). The 2014 Omnibus Plan provides for the grant of stock options, stock appreciation rights, stock awards, cash awards and performance awards to the employees, non-employee directors and consultants of the Company. At December 31, 2025, the number of shares authorized under the 2014 Omnibus Plan was 1,888,997 shares, of which 750,589 were available for future issuance.
Generally, the exercise price of incentive stock options and non-statutory stock options granted under the 2014 Omnibus Plan must be the fair value of the common stock of the Company on the grant date. The term of incentive and non-statutory stock options may not exceed 10 years from the date of grant. A stock option shall be exercisable on or after each vesting date in accordance with the terms set forth in the stock option agreement. The right to exercise a stock option generally vests over three years at a rate of 33% annually or ratably in monthly installments over the vesting period.
Time-based RSUs generally vest over or 3 years, with 100% or 33% of each award vesting annually, respectively.
Inducement Incentive Plan
Under the Company’s Inducement Incentive Plan adopted by the Board of Directors (the “Inducement Plan”), the Company grants time-based RSUs and stock options to recipients thereof as an inducement material to each respective recipient’s entry into employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4). These inducement awards are subject to such employee’s continued service relationship with the Company, with terms and conditions substantially identical to the terms and conditions of the 2014 Omnibus Plan and the award agreements pursuant to which they were granted. The time-based RSUs and options vest on an annual basis over three years beginning on the anniversary of each individual’s applicable employment commencement date. At December 31, 2025, the number of shares authorized under the Inducement Plan was 254,702 shares, of which 170,723 were available for future issuance.
Time-Based Stock Options
The following table reflects assumptions used to calculate the fair value of time-based stock option grants under the 2014 Omnibus Plan and the Inducement Plan for the years ended December 31, 2025 and 2024:
| December 31, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| Risk-free interest rate | 3.67% | — | 4.44% | 3.56% | — | 4.54% | ||||||||||||||||||||
| Dividend yield | —% | —% | ||||||||||||||||||||||||
| Expected option term (in years) | 5.5 | — | 6.0 | 4.0 | — | 6.0 | ||||||||||||||||||||
| Expected stock price volatility | 121% | — | 126% | 125% | — | 138% | ||||||||||||||||||||
The weighted-average grant date fair value of time-based stock options granted during the years ended December 31, 2025 and 2024 was $10.53 and $12.43 per option share, respectively. Total grant date fair value of options that vested during the years ended December 31, 2025 and 2024 was $2.5 million and $3.3 million, respectively. There were no time-based stock options exercised during the years ended December 31, 2025 and 2024.
The following tables reflects the time-based stock option activity for the year ended December 31, 2025 (dollar amounts in thousands):
| Shares | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Term (years) | Aggregate Intrinsic Value (in thousands) | ||||||||||||||||||||
| Options outstanding as of December 31, 2024 | 491,524 | $ | 21.58 | ||||||||||||||||||||
| Options granted | 292,032 | $ | 11.87 | ||||||||||||||||||||
| Options exercised | — | $ | — | ||||||||||||||||||||
| Options forfeited | (206,266) | $ | 13.93 | ||||||||||||||||||||
| Options expired | (14,023) | $ | 47.79 | ||||||||||||||||||||
| Options outstanding as of December 31, 2025 | 563,267 | $ | 18.69 | 7.3 | $ | — | |||||||||||||||||
| Options vested and expected to vest at December 31, 2025 | 563,267 | $ | 18.69 | 7.3 | $ | — | |||||||||||||||||
| Options exercisable as of December 31, 2025 | 259,011 | $ | 24.74 | 5.5 | $ | — | |||||||||||||||||
Time-Based Restricted Stock Units
The following table reflects the time-based RSU activity for the year ended December 31, 2025:
| Number of Shares | Weighted Average Grant Date Fair Value Per Share | Weighted Average Remaining Contractual Term (in years) | |||||||||||||||
| Non-vested restricted stock units as of December 31, 2024 | 159,919 | $ | 25.45 | ||||||||||||||
| Granted | 185,824 | $ | 11.79 | ||||||||||||||
| Vested | (68,646) | $ | 28.12 | ||||||||||||||
| Forfeited | (94,032) | $ | 14.22 | ||||||||||||||
| Non-vested restricted stock units as of December 31, 2025 | 183,065 | $ | 16.35 | 1.1 | |||||||||||||
The total grant date fair value of time-based RSUs that vested during the years ended December 31, 2025 and 2024 was $1.7 million and $4.4 million, respectively.
Performance-based Stock Options and Restricted Stock Units
During the year ended December 31, 2022, the Company granted 66,667 performance-based stock options (“Performance Options”) to its executive officers under the 2014 Omnibus Plan. The term of the vested Performance Options do not exceed 10 years from the date of grant. There were 40,000 Performance Options that were previously issued and remain vested and outstanding as of December 31, 2025.
Other Equity Incentive Plan
The Company’s Zyla Life Sciences Amended and Restated 2019 Stock-Based Incentive Compensation Plan was not utilized for new equity grants during the years ended December 31, 2025 and 2024, and it has no more shares available for future issuance.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 16, 2026 | Showing above |
| 2024 | Mar 12, 2025 | |
| 2023 | Mar 11, 2024 | |
| 2022 | Mar 8, 2023 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.