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Amarin (NASDAQ: AMRN) director exercises RSUs; 403 ADS withheld for taxes

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

Rhea-AI Filing Summary

Amarin director Odysseas D. Kostas reported routine equity compensation activity involving American Depositary Shares (ADS). On April 18, 2026, he exercised 838 Restricted Stock Units (RSUs), acquiring 838 ADS at a stated price of $0.00 per ADS.

In connection with this vesting, 403 ADS were withheld by Amarin to cover related tax liabilities, as described in the filing as a tax-withholding disposition under Rule 16b-3, not a market sale. After these transactions, Kostas directly held 1,239 ADS.

The RSUs stem from a grant of 2,514 RSUs made on April 18, 2024 under Amarin’s 2020 Stock Incentive Plan, vesting in three equal installments on April 18, 2025, 2026, and 2027. Each RSU represents a contingent right to receive twenty ordinary shares or cash, and all reported amounts reflect a prior ADS ratio change.

Positive

  • None.

Negative

  • None.
Insider Odysseas Kostas D
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 — 1,239 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.
RSUs exercised 838 ADS Converted from Restricted Stock Units on April 18, 2026
Shares withheld for taxes 403 ADS Withholding to cover tax liability on April 18, 2026
Shares held after transaction 1,239 ADS Direct holdings following reported Form 4 transactions
Original RSU grant 2,514 RSUs Granted April 18, 2024 under 2020 Stock Incentive Plan
RSU vesting schedule 3 equal installments Vests on April 18, 2025, 2026 and 2027
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.
American Depositary Shares financial
"one (1) American Depositary Share ("ADS") currently represents twenty (20) Ordinary Shares"
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.
Rule 16b-3 regulatory
"vesting of a security issued in accordance with Rule 16b-3, and not a market sale"
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 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.
contingent right financial
"Each RSU represents a contingent right to receive twenty Ordinary Shares or cash in lieu thereof"
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*
Odysseas Kostas D
(Last)(First)(Middle)
C/O SARISSA CAPITAL MANAGEMENT LP
660 STEAMBOAT ROAD
(Street)
GREENWICH CONNECTICUT 06830
(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

FAQ

What insider transactions did Amarin (AMRN) director Odysseas D. Kostas report?

Odysseas D. Kostas reported exercising 838 Restricted Stock Units into 838 American Depositary Shares and a related tax-withholding disposition of 403 ADS. These actions are compensation-related and not open-market trades, leaving him with 1,239 ADS held directly after the transactions.

Was the Amarin (AMRN) Form 4 transaction a market sale of shares?

No, the filing states the 403 ADS disposition was withholding by Amarin to cover tax liabilities related to vesting, under Rule 16b-3. It is explicitly described as not being a market sale, but an administrative tax payment mechanism tied to equity compensation.

How many Amarin (AMRN) American Depositary Shares does the director hold after this Form 4?

Following the reported RSU exercise and tax withholding, Odysseas D. Kostas directly holds 1,239 Amarin American Depositary Shares. This balance reflects acquisition of 838 ADS from RSU vesting and withholding of 403 ADS for tax purposes as described in the filing footnotes.

What is the origin and vesting schedule of the Amarin (AMRN) RSUs in this Form 4?

The RSUs were granted on April 18, 2024 under Amarin’s 2020 Stock Incentive Plan, totaling 2,514 units. They vest in three equal installments on April 18, 2025, April 18, 2026, and April 18, 2027, providing structured annual equity compensation to the director.

How do Amarin (AMRN) RSUs and ADS relate to the company’s ordinary shares?

Each RSU represents a contingent right to receive twenty ordinary shares or cash at Amarin’s discretion. Effective April 11, 2025, one American Depositary Share represents twenty ordinary shares, and the Form 4 notes all reported equity award amounts reflect this ADS ratio change.