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Amarin (AMRN) director exercises RSUs as ADS, shares withheld for tax

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

Rhea-AI Filing Summary

Amarin Corporation director Paul Cohen reported routine equity compensation activity involving American Depositary Shares (ADS). On April 18, 2026, 838 ADS were acquired at $0.00 per share through the exercise of Restricted Stock Units, reflecting an equity award vesting. On the same date, 403 ADS at $14.98 per share were withheld by Amarin to cover tax liabilities tied to this vesting, which a footnote clarifies is not a market sale of securities under Rule 16b‑3. Following these transactions, Cohen directly held 836 ADS. Footnotes note a prior ADS ratio change, with each ADS now representing twenty ordinary shares and each RSU representing a contingent right to receive twenty ordinary shares or cash.

Positive

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Negative

  • None.
Insider Cohen Paul
Role Director
Type Security Shares Price Value
Exercise Restricted Stock Unit 838 $0.00 $0.00
Exercise American Depositary Shares 838 $0.00 $0.00
Exercise Price or Tax Liability American Depositary Shares 403 $14.98 $6K
Holdings After Transaction: Restricted Stock Unit — 838 shares (Direct); American Depositary Shares — 836 shares (Direct)
Footnotes (5)
  1. F1. 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. F2. 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. F3. Not applicable.
  4. F4. 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. F5. Each RSU represents a contingent right to receive twenty Ordinary Shares or cash in lieu thereof at the Issuer's discretion.
ADS acquired via RSU exercise 838 ADS at $0.00 Non-derivative acquisition on April 18, 2026
ADS withheld for taxes 403 ADS at $14.98 Tax withholding related to RSU vesting on April 18, 2026
Holdings after transactions 1,239 ADS Directly owned following April 18, 2026 entries
RSU grant size 2,514 RSUs Granted April 18, 2024 under 2020 Stock Incentive Plan
ADS to ordinary share ratio 1 ADS = 20 ordinary shares ADS ratio change effective April 11, 2025
Restricted Stock Unit financial
"the Reporting Person was granted 2,514 RSUs under the Amarin Corporation plc 2020 Stock Incentive Plan"
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
"vesting of a security issued in accordance with Rule 16b-3, and not a market sale of securities"
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.
American Depositary Share financial
"one (1) American Depositary Share ("ADS") currently represents twenty (20) Ordinary Shares"
An American Depositary Share (ADS) is a U.S.-listed certificate that represents a specified number of shares in a foreign company, held by a custodian bank; it works like a receipt that allows U.S. investors to buy and trade foreign equity on American exchanges without dealing with another country’s markets. Investors care because ADSs make foreign stocks easier to access, improve liquidity and settlement in dollars, and can affect dividend payments, voting rights and regulatory oversight compared with buying the underlying foreign shares directly.
ADS Ratio Change financial
"the Issuer implemented a ratio change that one (1) American Depositary Share ("ADS") currently represents twenty (20) Ordinary Shares ("ADS Ratio Change")"
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.
tax liability financial
"withholding by the Issuer of shares in respect of tax liability incident to the vesting of a security"

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FAQ

What insider transactions did Amarin (AMRN) director Paul Cohen report?
Paul Cohen reported an RSU-related transaction, acquiring 838 American Depositary Shares at $0.00 per share and having 403 ADS withheld at $14.98 per share for taxes. After these entries, he directly held 1,239 ADS in Amarin.

Was the Amarin (AMRN) insider activity a market sale of shares?
No, the disposition was not a market sale. A footnote explains the 403 ADS were withheld by Amarin solely to satisfy tax liabilities related to RSU vesting under Rule 16b-3, rather than being sold into the open market.

How many Amarin (AMRN) ADS does Paul Cohen hold after this Form 4?
After the reported transactions, Paul Cohen directly holds 1,239 American Depositary Shares of Amarin. This reflects RSU-based acquisition of 838 ADS offset by 403 ADS withheld for taxes, as disclosed in the Form 4 and its accompanying footnotes.

What equity award underlies Paul Cohen’s Amarin (AMRN) Form 4 filing?
The filing references a grant of 2,514 Restricted Stock Units made 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, subject to the plan’s terms.

How does Amarin’s ADS ratio affect the shares in this Form 4?
A footnote notes an ADS ratio change effective April 11, 2025, so one American Depositary Share now represents twenty ordinary shares. All equity award amounts in the Form 4, including the ADS from RSUs, have been proportionately adjusted to reflect this updated ADS ratio.

What does each Amarin (AMRN) RSU represent in terms of ordinary shares?
Each Amarin Restricted Stock Unit represents a contingent right to receive twenty ordinary shares or, at the company’s discretion, cash in lieu of shares. This structure aligns with the ADS ratio, where one ADS currently represents twenty ordinary shares following the ratio change.
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*
Cohen Paul
(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)1,239(1)D
American Depositary Shares(1)04/18/2026F(4)403(1)D$14.98836(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