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Amarin (AMRN) director reports RSU vesting into ADS and tax withholding

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

Rhea-AI Filing Summary

Amarin Corporation director Diane E. Sullivan reported compensation-related share activity involving American Depositary Shares (ADS) on April 18, 2026. She exercised 838 Restricted Stock Units (RSUs) into 838 ADS at a stated price of $0.00 per ADS, reflecting a scheduled vesting under the company’s 2020 Stock Incentive Plan. To cover tax liabilities from this vesting, 403 ADS were withheld by Amarin at $14.98 per ADS, which the company notes was not a market sale. Following these transactions, Sullivan directly holds 1,239 ADS. Footnotes explain that each RSU represents a contingent right to receive twenty ordinary shares or cash and that the reported amounts reflect a prior ADS ratio change.

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Insider Sullivan Diane E.
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.
ADS acquired via RSU exercise 838 ADS Non-derivative acquisition on April 18, 2026 at $0.00 per ADS
ADS withheld for taxes 403 ADS at $14.98 Tax-withholding disposition on April 18, 2026 under Rule 16b-3
Direct ADS holdings after transactions 1,239 ADS Total shares following April 18, 2026 transactions
RSU grant size 2,514 RSUs Granted April 18, 2024 under 2020 Stock Incentive Plan
RSU vesting schedule 3 equal installments Vesting on April 18, 2025, 2026 and 2027
ADS to ordinary share ratio 1 ADS = 20 ordinary shares ADS Ratio Change effective April 11, 2025
Ordinary shares per RSU 20 ordinary shares per RSU Each RSU linked to twenty ordinary shares or cash
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
"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"
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
"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.
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.
Stock Incentive Plan financial
"granted 2,514 RSUs under the Amarin Corporation plc 2020 Stock Incentive Plan"
A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.
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*
Sullivan Diane E.
(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

FAQ

What insider transactions did Amarin (AMRN) director Diane E. Sullivan report?

Diane E. Sullivan reported vesting of 838 Restricted Stock Units into 838 American Depositary Shares and withholding of 403 ADS to satisfy tax liabilities. These actions were compensation-related, not open-market purchases or sales, and left her with direct ownership of 1,239 ADS.

How many Amarin (AMRN) ADS did Diane E. Sullivan acquire and retain from the RSU vesting?

Sullivan exercised 838 RSUs into 838 American Depositary Shares. Of these, 403 ADS were withheld by Amarin to cover taxes, and she ended up with 1,239 ADS directly owned after the transactions, according to the reported post-transaction share balance.

Was Diane E. Sullivan’s Amarin (AMRN) Form 4 transaction a market sale of shares?

No. The filing states the 403 ADS disposition was withholding by Amarin for tax liability related to vesting, not a market sale. This tax-withholding event is coded as an F transaction and is described as occurring under Rule 16b-3, rather than an open-market trade.

What RSU grant details for Diane E. Sullivan are disclosed by Amarin (AMRN)?

On April 18, 2024, Sullivan was granted 2,514 RSUs under Amarin’s 2020 Stock Incentive Plan. The grant vests in three equal installments on April 18, 2025, April 18, 2026, and April 18, 2027, aligning with the multi-year compensation structure described in the filing’s footnotes.

How does Amarin’s ADS ratio affect the Form 4 figures for Diane E. Sullivan?

The company implemented an ADS ratio change so that one American Depositary Share now represents twenty ordinary shares. The filing notes that outstanding equity awards were adjusted proportionately and that all amounts reported for Sullivan, including RSUs and ADS, reflect this ADS ratio change.

What does each RSU reported for Diane E. Sullivan at Amarin (AMRN) represent?

Each Restricted Stock Unit represents a contingent right to receive twenty ordinary shares or, at Amarin’s discretion, cash in lieu of shares. This linkage between RSUs and ordinary shares underpins how Sullivan’s equity compensation translates into ADS reported in the Form 4.