[Form 4] Smurfit Westrock plc Insider Trading Activity

Rhea-AI Filing Summary

Carole Lynnette Brown, a director of Smurfit Westrock plc (SW), reports receipt of additional restricted stock units on 09/18/2025 as dividend equivalents. The filing shows 41 restricted stock units were acquired at a $0 price under existing awards tied to the issuer's quarterly dividend of $0.4308 per ordinary share. After the transaction, Ms. Brown beneficially owns 4,323 restricted stock units in total. The filing notes these units are subject to the same terms as the underlying awards and that 4,323 of the units will vest on the earlier of May 2, 2026 or the date of the next annual meeting of stockholders.

Positive

• Director alignment: Receipt of RSUs as dividend equivalents preserves alignment between the reporting director and shareholders.
• Clear vesting schedule: 4,323 restricted stock units have a defined vesting trigger (earlier of May 2, 2026 or next annual meeting).

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine insider accrual of dividend-equivalent RSUs; aligns director with shareholders but not materially dilutive.

The reported transaction is a non-cash accrual of 41 restricted stock units as dividend equivalents tied to an existing award program. Such accruals are customary for companies that grant RSUs and use dividend equivalents to preserve economic parity with shareholders receiving cash dividends. The filing clarifies vesting mechanics for the total 4,323 RSUs, which preserves transparency on future potential share issuance. This is a governance-level disclosure with limited market impact.

Securities/Compensation Analyst

TL;DR: Compensation mechanics produced 41 additional RSUs; impact is minor relative to outstanding shares but affects executive alignment.

The transaction code and explanation indicate the 41 units were issued as dividend equivalents when the company paid a quarterly dividend of $0.4308 per share. Each RSU equals one ordinary share upon settlement; however, the filing shows these are subject to standard award terms and a defined vesting trigger (May 2, 2026 or next annual meeting). From a compensation perspective, this maintains existing incentive alignment without an immediate cash outflow. No exercises, sales, or derivative transactions were reported.

SEC Form 4

FORM 4

UNITED 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^*

Brown Carole Lynnette

(Last) (First) (Middle)

BEECH HILL, CLONSKEAGH

(Street)

DUBLIN 4 L2 D04 N2R2

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Smurfit Westrock plc [ SW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	09/18/2025		A		41	A	$0(1)	4,323(2)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. In accordance with the terms of outstanding restricted stock units, additional restricted stock units accrued as dividend equivalents in connection with the Issuer's payment of a quarterly dividend of $0.4308 per ordinary share. Such additional restricted stock units are subject to the same terms and conditions as the underlying award. Each restricted stock unit represents the right to receive one ordinary share.

2. Includes 4,323 restricted stock units which will vest on the earlier of (i) May 2, 2026, or (ii) the date of the next annual meeting of Smurfit Westrock plc's stockholders.

Remarks:

Exhibit 24.1 Power of Attorney

	/s/ Ciara O'Riordan, attorney-in-fact for Carole Lynnette Brown	09/22/2025
	** Signature of Reporting Person	Date
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.

FAQ

What did Smurfit Westrock (SW) director Carole Brown report on Form 4?

The director reported acquisition of 41 restricted stock units as dividend equivalents on 09/18/2025, bringing total beneficial holdings to 4,323 RSUs.

Why were 41 restricted stock units issued to the director?

They were credited as dividend equivalents in connection with the issuer's quarterly dividend of $0.4308 per ordinary share, per the filing.

When will the reported RSUs vest?

The filing states the 4,323 restricted stock units will vest on the earlier of May 2, 2026 or the date of the next annual meeting of stockholders.

Did the Form 4 report any cash purchase or sale by the director?

No. The transaction was non-cash: 41 RSUs were acquired at a reported price of $0 as dividend equivalents.