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AMARIN (AMRN) CEO Berg exercises RSUs as ADSs, 3,197 shares withheld for tax

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

Rhea-AI Filing Summary

AMARIN CORP PLC (AMRN) President and CEO Aaron Berg reported routine equity compensation activity involving Restricted Stock Units (RSUs) and related tax withholding. On June 26, 2026, 6,250 RSUs converted into 6,250 American Depositary Shares (ADSs), recorded as an option/RSU exercise with a transaction price of $0.00 per ADS.

To cover tax obligations from this vesting, the issuer withheld 3,197 ADSs at $16.35 per ADS, a non-market disposition coded as tax withholding under Rule 16b-3. Following these transactions, Berg directly held 88,845 ADSs. A footnote explains that one ADS represents twenty ordinary shares and that the amounts shown already reflect this ADS ratio change.

Positive

  • None.

Negative

  • None.
Insider Berg Aaron
Role President and CEO
Type Security Shares Price Value
Exercise Restricted Stock Unit 6,250 $0.00 --
Exercise American Depositary Shares 6,250 $0.00 --
Tax Withholding American Depositary Shares 3,197 $16.35 $52K
Holdings After Transaction: Restricted Stock Unit — 6,250 shares (Direct, null); American Depositary Shares — 88,845 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 June 26, 2025, the Reporting Person was granted 12,500 RSUs that vests in two equal installments on the first anniversary of the grant date and the remaining balance to vest eighteen months after grant date. 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 converted 6,250 shares RSUs converted into American Depositary Shares on June 26, 2026 at $0.00
Tax-withholding shares 3,197 shares ADSs withheld for tax at $16.35 per share on June 26, 2026
Post-transaction holdings 88,845 ADSs Directly owned by Aaron Berg after RSU exercise and tax withholding
RSU grant size 12,500 RSUs Grant to Aaron Berg on June 26, 2025, vesting in two installments
ADS to ordinary share ratio 1 ADS = 20 ordinary shares ADS Ratio Change effective April 11, 2025; amounts reflect this change
Remaining RSUs 6,250 RSUs Derivative table shows 6,250 RSUs with total following transaction of 6,250
American Depositary Shares financial
"The amount of securities reported on this Form 4 reflect the ADS Ratio Change."
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
"On June 26, 2025, the Reporting Person was granted 12,500 RSUs that vests in two equal installments"
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.
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.
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.
tax liability incident to the vesting financial
"Represents withholding by the Issuer of shares in respect of tax liability incident to the vesting of a security"
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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*
Berg Aaron
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/26/2026		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)06/26/2026M(2)6,250(1)A(3)88,845(1)D
American Depositary Shares(1)06/26/2026F(4)3,197(1)D$16.3585,648(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)$0.0006/26/2026M6,250(1) (2) (3)American Depositary Shares(1)6,250(1)$06,250(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 June 26, 2025, the Reporting Person was granted 12,500 RSUs that vests in two equal installments on the first anniversary of the grant date and the remaining balance to vest eighteen months after grant date.
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 attorney06/30/2026
** 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 transaction did AMRN President and CEO Aaron Berg report?

Aaron Berg reported RSU-related transactions, not an open-market trade. 6,250 Restricted Stock Units converted into 6,250 American Depositary Shares, and separate shares were withheld to satisfy tax obligations tied to the vesting, as disclosed in the Form 4 footnotes.

Did AMRN CEO Aaron Berg sell AMRN stock in the market in this Form 4?

No open-market sale occurred. 3,197 American Depositary Shares were withheld by the issuer to cover tax liabilities from RSU vesting, which the filing describes as withholding under Rule 16b-3, explicitly stating it is not a market sale of securities.

How many AMRN American Depositary Shares does Aaron Berg hold after these transactions?

After the reported RSU conversion and tax withholding, Aaron Berg directly holds 88,845 American Depositary Shares. This figure comes from the Form 4 line showing total shares following the non-derivative RSU exercise transaction on June 26, 2026.

What RSU grant to AMRN CEO Aaron Berg is referenced in this Form 4?

The footnotes state that on June 26, 2025, Aaron Berg was granted 12,500 Restricted Stock Units, vesting in two equal installments on the first anniversary of the grant and the remaining balance eighteen months after the grant date, subject to standard vesting conditions.

How do AMRN American Depositary Shares relate to ordinary shares in this filing?

The filing explains that, after an ADS ratio change effective April 11, 2025, one American Depositary Share represents twenty ordinary shares. All equity award amounts and the reported holdings in this Form 4 already reflect this updated ADS-to-ordinary share ratio.

What does the tax-withholding code F mean in AMRN CEO Aaron Berg’s Form 4?

Code F indicates shares withheld to pay tax liabilities tied to equity vesting. The footnote clarifies that 3,197 ADSs were retained by the issuer to cover taxes from a Rule 16b-3 RSU vesting and are not considered a market sale of shares.