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Amarin (AMRN) director nets ADSs after RSU vesting and tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Amarin director Louis Sterling III reported routine equity compensation activity involving American Depositary Shares (ADSs). On April 18, he exercised 838 Restricted Stock Units (RSUs), receiving 838 ADSs at a stated price of $0.00 per ADS.

On the same date, 403 ADSs were withheld by Amarin to cover tax liabilities related to the vesting, at a value of $14.98 per ADS, which the company notes is not a market sale of securities. After these transactions, Sterling’s direct holdings increased to 4,452 ADSs.

Footnotes explain that Amarin previously implemented an ADS ratio change so that one ADS represents twenty ordinary shares, and that the RSUs were part of a 2,514-unit grant made on April 18, 2024, vesting in three equal annual installments under the 2020 Stock Incentive Plan.

Positive

  • None.

Negative

  • None.
Insider Sterling Louis III
Role null
Type Security Shares Price Value
Exercise Restricted Stock Unit 838 $0.00 --
Exercise American Depositary Shares 838 $0.00 --
Tax Withholding American Depositary Shares 403 $14.98 $6K
Holdings After Transaction: Restricted Stock Unit — 838 shares (Direct, null); American Depositary Shares — 4,452 shares (Direct, null)
Footnotes (1)
  1. Effective April 11, 2025, the Issuer implemented a ratio change that one (1) American Depositary Share ("ADS") currently represents twenty (20) Ordinary Shares ("ADS Ratio Change"). Proportionate adjustments were made to the Issuer's outstanding equity awards. The amount of securities reported on this Form 4 reflect the ADS Ratio Change. On April 18, 2024, following the conclusion of the Issuer's annual general meeting of shareholders for 2024, the Reporting Person was granted 2,514 RSUs under the Amarin Corporation plc 2020 Stock Incentive Plan (the "Plan"). These RSUs vest in three equal installments on each of April 18, 2025, April 18, 2026 and April 18, 2027. Not applicable. Represents withholding by the Issuer of shares in respect of tax liability incident to the vesting of a security issued in accordance with Rule 16b-3, and not a market sale of securities. Each RSU represents a contingent right to receive twenty Ordinary Shares or cash in lieu thereof at the Issuer's discretion.
ADSs withheld for taxes 403 ADSs at $14.98 Withholding for tax liability on April 18
ADSs received from RSU exercise 838 ADSs Non-derivative acquisition from RSU vesting
Holdings after transactions 4,452 ADSs Direct ownership following April 18 activity
Original RSU grant size 2,514 RSUs Granted April 18, 2024 under 2020 Stock Incentive Plan
ADS ratio 1 ADS = 20 ordinary shares ADS Ratio Change effective April 11, 2025
American Depositary Shares financial
"The filing reports transactions in American Depositary Shares (ADSs)."
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
Restricted Stock Unit financial
"One transaction involves a derivative security titled Restricted Stock Unit."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Rule 16b-3 regulatory
"Tax withholding occurred on a security issued in accordance with Rule 16b-3."
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
ADS Ratio Change financial
"The issuer implemented an ADS Ratio Change so one ADS represents twenty Ordinary Shares."
An ads ratio change is an adjustment to how many American Depositary Shares (ADS) represent one unit of a foreign company’s ordinary shares — like changing whether a cake is cut into 2 or 10 slices. Investors care because it alters the number of tradable ADS, the implied price per ADS and an investor’s ownership stake, which can affect liquidity, perceived value and comparisons of holdings across markets.
contingent right financial
"Each RSU represents a contingent right to receive twenty Ordinary Shares or cash."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Sterling Louis III
(Last)(First)(Middle)
C/O AMARIN PHARMA, INC.
440 US HIGHWAY 22
(Street)
BRIDGEWATER NEW JERSEY 08807
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
AMARIN CORP PLC\UK [ AMRN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/18/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
American Depositary Shares(1)04/18/2026M(2)838(1)A(3)4,452(1)D
American Depositary Shares(1)04/18/2026F(4)403(1)D$14.984,049(1)D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(5)$004/18/2026M838(1) (2) (3)American Depositary Shares(1)838(1)$0838(1)D
Explanation of Responses:
1. Effective April 11, 2025, the Issuer implemented a ratio change that one (1) American Depositary Share ("ADS") currently represents twenty (20) Ordinary Shares ("ADS Ratio Change"). Proportionate adjustments were made to the Issuer's outstanding equity awards. The amount of securities reported on this Form 4 reflect the ADS Ratio Change.
2. On April 18, 2024, following the conclusion of the Issuer's annual general meeting of shareholders for 2024, the Reporting Person was granted 2,514 RSUs under the Amarin Corporation plc 2020 Stock Incentive Plan (the "Plan"). These RSUs vest in three equal installments on each of April 18, 2025, April 18, 2026 and April 18, 2027.
3. Not applicable.
4. Represents withholding by the Issuer of shares in respect of tax liability incident to the vesting of a security issued in accordance with Rule 16b-3, and not a market sale of securities.
5. Each RSU represents a contingent right to receive twenty Ordinary Shares or cash in lieu thereof at the Issuer's discretion.
/s/ Jonathan Provoost, by power of attorney04/21/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Amarin (AMRN) director Louis Sterling III report?

Louis Sterling III reported routine compensation-related activity. He exercised 838 RSUs into Amarin ADSs and had 403 ADSs withheld by the company to cover tax liabilities, increasing his direct holdings to 4,452 ADSs after the April 18 transactions.

How many Amarin (AMRN) ADSs were withheld for taxes in this Form 4?

The company withheld 403 Amarin ADSs to satisfy tax liabilities linked to RSU vesting. A footnote clarifies this withholding was executed under Rule 16b-3 and explicitly states it was not a market sale of securities by the reporting person.

How many Amarin (AMRN) ADSs does Louis Sterling III hold after these transactions?

After the April 18 transactions, Louis Sterling III directly holds 4,452 Amarin ADSs. This reflects the 838 ADSs received from RSU exercise, offset by 403 ADSs withheld for taxes, as disclosed in the non-derivative holdings column of the Form 4.

What RSU grant underpins the reported Amarin (AMRN) Form 4 transactions?

The transactions relate to a 2,514-RSU grant awarded on April 18, 2024 under Amarin’s 2020 Stock Incentive Plan. These RSUs vest in three equal installments on April 18, 2025, April 18, 2026, and April 18, 2027, driving the reported ADS deliveries.

How does Amarin’s ADS ratio change affect these Form 4 figures for AMRN?

Amarin implemented an ADS ratio change so one ADS now represents twenty ordinary shares. The company made proportionate adjustments to outstanding equity awards, and the share amounts reported in this Form 4 already reflect that updated ADS-to-ordinary-share ratio.

Are the Amarin (AMRN) Form 4 transactions open-market buys or sales?

No open-market trades are reported. The filing shows RSU exercises delivering 838 ADSs and 403 ADSs withheld for taxes, which the company specifies is not a market sale but tax withholding associated with equity compensation under Rule 16b-3.