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2026-02-25
2026-02-25
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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): February 25, 2026
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 25, 2026, Terrell K. Crews and Lourdes Melgar, members
of the Board of Directors (the “Board”) of Smurfit Westrock plc (the “Company”), notified the Company that they
will be stepping down from the Board, effective as of the conclusion of the Company’s 2026 Annual General Meeting of Shareholders,
which is currently scheduled for May 1, 2026, at which time the size of the Board will be decreased to 12 directors. Neither Terrell’s
nor Lourdes’s decision to resign was related to any disagreement with the Company relative to their departures or to any matters
relating to the Company’s operations, policies, or practices. The Board and the Company thank Terrell and Lourdes for their service
and their contributions to the Company during the formative period following the combination of Smurfit Kappa Group plc and WestRock Company.
Consequently, effective as of their board retirement, Terrell will
be stepping down as Chair of the Audit Committee and as a member of the Finance Committee, and Lourdes will be stepping down as a member
of the Audit and Sustainability Committees. Carole L. Brown will succeed Terrell as Chair of the Audit Committee, effective as of such
time. Appropriate succession arrangements will be implemented within the relevant Board Committees.
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: February 27, 2026