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2025-07-30
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 30, 2025
Smurfit
Westrock plc
(Exact name of registrant
as specified in its charter)
Ireland
(State or other jurisdiction of incorporation) |
|
001-42161
(Commission
File Number) |
|
98-1776979
(I.R.S. Employer Identification No.) |
Beech
Hill, Clonskeagh
Dublin
4, D04
N2R2
Ireland
(Address of principal
executive offices, including Zip Code)
+353 1 202 7000
(Registrant’s
telephone phone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Ordinary shares, par value $0.001 per share |
SW |
New York Stock Exchange
(NYSE) |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 2.02. | Results of Operations and Financial Condition |
On July 30, 2025, Smurfit Westrock plc (the “Company”)
issued a press release announcing the financial results for the second quarter ended June 30, 2025. The press release is furnished as
Exhibit 99.1 and is incorporated into this Item 2.02 by reference.
The information furnished in this Item 2.02, including the exhibit
described above, is being “furnished” and shall not be deemed “filed” hereunder for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the
Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by
specific reference in any such filings.
| Item 7.01. | Regulation FD Disclosure |
On July 30, 2025, the Company will host a conference call during which
it will discuss the Company’s financial results for the second quarter ended June 30, 2025. The presentation to be used in connection
with the conference call is attached as Exhibit 99.2.
The information provided pursuant to this Item 7.01, including Exhibit
99.2, is being “furnished” and shall not be deemed to be “filed” with the U.S. Securities and Exchange Commission
or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific
reference in any such filings.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| 99.1 | Second Quarter 2025 Earnings Press Release dated July 30, 2025 |
| 99.2 | Second Quarter 2025 Earnings Presentation |
| 104 | Cover Page Interactive Data File (embedded within the Inline
XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Smurfit Westrock plc |
| |
|
| |
|
/s/ Ken Bowles |
| |
Name: |
Ken Bowles |
| |
Title: |
Executive Vice President & Group Chief Financial Officer |
Date: July 30, 2025