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Equity
12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Equity
(8)
Equity

Common Stock

On January 10, 2024, the Company announced plans to initiate a share repurchase program to purchase up to $50.0 million of the Company's ordinary shares held in the form of American Depository Shares, or ADS. We received shareholder and UK High Court approval of the share repurchase plan in April and May 2024, respectively. The Company has not commenced any share repurchases to date, but will continue to monitor business and market conditions.

During the years ended December 31, 2024 and 2023, other than as described elsewhere in this Annual Report on Form 10-K, including in the Notes to Consolidated Financial Statements, the Company did not engage in any transactions involving its common

stock. Refer to Incentive Equity Awards below for discussion of ordinary shares issued as a result of stock option exercises and the vesting of restricted stock units. Refer to Note 9—Stock Incentive Plans and Stock Based Compensation for discussion of shares issued under the Company’s employee stock purchase plan.

On March 12, 2025, the Company announced its intent to effect a ratio change on its ADSs from one ADS representing one ordinary share, to the new ratio of one ADS representing 20 ordinary shares, or the Ratio Change. The effective date of the Ratio Change is expected to be on or about April 11, 2025.​

Incentive Equity Awards

The Company issues incentive equity awards, including incentive and non-qualified stock options and restricted stock units, under the Amarin Corporation plc 2020 Stock Incentive Plan, or the 2020 Plan, which is the successor to the Amarin Corporation plc 2011 Stock Incentive Plan, as amended, or the 2011 Plan, and the Amarin Corporation plc 2002 Stock Option Plan, as amended, or the 2002 Plan, and together with the 2020 Plan and 2011 Plan, the Plans. Refer to Note 9—Stock Incentive Plans and Stock Based Compensation for further information regarding the Company’s incentive equity plans and awards.

The following table summarizes the aggregate number of stock options and restricted stock units, or RSUs, outstanding under the 2020 Plan as of December 31, 2024:

 

 

December 31, 2024

 

Outstanding stock options

 

27,696,061

 

% of outstanding shares on a fully diluted basis

 

7

%

Outstanding RSUs

 

13,865,487

 

% of outstanding shares on a fully diluted basis

 

3

%

 

The following table represents equity awards activity during the years ended December 31, 2024 and 2023:

 

 

For the Year Ended December 31,

 

(in thousands, except share amounts)

2024

 

 

2023

 

Common shares issued for stock option exercises

 

9,500

 

 

 

1,239,763

 

Gross and net proceeds from stock option exercises

$

10

 

 

$

1,882

 

Common shares issued in settlement of vested RSUs

 

3,351,960

 

 

 

3,890,395

 

Shares retained for settlement of employee tax obligations  RSUs

 

1,009,154

 

 

 

1,187,251

 

Common shares issued in settlement of vested Performance-Based RSUs (1)

 

497,397

 

 

 

358,440

 

Shares retained for settlement of employee tax obligations ─ Performance-Based RSUs

 

345,693

 

 

 

143,120

 

 

(1)
Performance-based RSUs vested in connection with the achievement of certain performance conditions. These performance-based RSUs will primarily vest over a three-year period based on continuous service from the grant date.

During the years ended December 31, 2024 and 2023, the Company granted a total of 2,662,000 and 5,456,800 stock options, respectively, and 7,445,700 and 8,227,800 RSUs, respectively, to employees under the Plans. The RSUs typically vest annually over a three-year period and the stock options typically vest quarterly over a four-year period.

In addition to the grants noted above, in July 2024, the Company granted 5,000,000 stock options to Aaron Berg in connection with his appointment as President and Chief Executive Officer, which will vest upon achievement of specified stock price conditions for the Company.

During the years ended December 31, 2024 and 2023, the Company granted a total of 1,438,360 and 3,853,025 stock options, respectively, and 492,296 and 1,392,257 RSUs, respectively, to members of the Company’s Board of Directors under the Plans. The RSUs vest in equal installments over a three-year period upon the earlier of the anniversary of the grant date or the Company’s annual general meeting of shareholders in such anniversary year. The stock options vest in full upon the earlier of the one-year anniversary of the grant date or the Company’s annual general meeting of shareholders in such anniversary year. Upon termination of service to the Company or upon a change of control, each director shall be entitled to a payment equal to the fair market value of one share of Amarin common stock per award vested or granted, respectively, which is required to be made in shares.

In connection with the implementation of a retention program in July 2023, the Company granted a total of 3,978,300 stock options to employees under the 2020 Plan. The options vest 50% on both January 1, 2024 and January 1, 2025, respectively. Also in July 2023, the Company granted 5,000,000 stock options to Patrick Holt in connection with his appointment as President and Chief Executive Officer, which would have vested upon achievement of specified stock price conditions for the Company, but was forfeited upon Mr. Holt's resignation from the Company.