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SW Form 4: Ken Bowles Receives Dividend-Equivalent Share & RSU Credit

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

Rhea-AI Filing Summary

Smurfit Westrock plc (SW) – Form 4 insider transaction: Executive VP & Group CFO Ken Bowles reported routine, dividend-equivalent awards dated 18 Jun 2025 and filed on 23 Jun 2025.

Ordinary shares: 189 shares were automatically credited at a stated price of $0, reflecting the company’s $0.4308 quarterly dividend reinvestment feature. Bowles’ direct holding rises to 130,299 ordinary shares.

Derivative securities: 909 performance-share plan restricted stock units (RSUs) were likewise credited at no cost. Following the accrual, Bowles controls 90,487 RSUs. Footnotes indicate (i) 49,556 RSUs will vest in Feb 2026, (ii) 40,931 RSUs in Feb 2027, and (iii) an additional 18,841 time-based RSUs will vest in three equal tranches beginning 11 Mar 2026.

The filing reflects non-discretionary, zero-cost adjustments tied to regular dividends rather than active open-market buying or selling. The incremental share count (< 0.2% of Bowles’ direct ownership and immaterial versus SW’s public float) is unlikely to influence valuation or signal a change in insider sentiment. Nonetheless, the awards modestly increase executive equity alignment.

Positive

  • None.

Negative

  • None.

Insights

TL;DR – Minor dividend-equivalent accrual; neutral for valuation.

The CFO gained 189 shares and 909 RSUs at $0 via automatic dividend adjustments. Such minimal additions neither alter insider trading trends nor convey new information about fundamental prospects. No cash changed hands and there is no indication of open-market confidence buying. With total direct ownership now 130k shares, the percentage change is negligible relative to the company’s outstanding shares, rendering the disclosure operationally and financially immaterial.

TL;DR – Routine award, slightly higher alignment; governance neutral.

Dublin-based Ken Bowles received additional RSUs and shares strictly under plan rules that mirror dividend payouts. Because the transaction is involuntary and costless, it does not raise dilution, control, or pay-for-performance concerns. It modestly increases equity-based compensation, reinforcing alignment with shareholders, but not at a level that affects board oversight discussions or proxy-advisor recommendations.

Insider Bowles Ken
Role Executive VP and Group CFO
Type Security Shares Price Value
Grant/Award Restricted Stock Units (PSP) 909 $0.00 --
Grant/Award Ordinary Shares 189 $0.00 --
Holdings After Transaction: Restricted Stock Units (PSP) — 90,487 shares (Direct); Ordinary Shares — 130,299 shares (Direct)
Footnotes (1)
  1. In accordance with the terms of the applicable outstanding restricted stock unit award, 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. Includes 18,841 restricted stock units which are scheduled to vest in three equal annual installments beginning on March 11, 2026, the first anniversary of the grant date. The 90,487 restricted stock units vest and are settled as follows:(i) 49,556 restricted stock units in February 2026, (ii) and 40,931 restricted stock units in February 2027.
Form 4 Insider Transactions: What Each Field Means →
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*
Bowles Ken
(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
X Officer (give title below) Other (specify below)
Executive VP and Group CFO
3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025
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 06/18/2025 A 189 A $0(1) 130,299(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
Restricted Stock Units (PSP) (1) 06/18/2025 A 909 (3) (3) Ordinary Shares 909 $0 90,487 D
Explanation of Responses:
1. In accordance with the terms of the applicable outstanding restricted stock unit award, 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 18,841 restricted stock units which are scheduled to vest in three equal annual installments beginning on March 11, 2026, the first anniversary of the grant date.
3. The 90,487 restricted stock units vest and are settled as follows:(i) 49,556 restricted stock units in February 2026, (ii) and 40,931 restricted stock units in February 2027.
/s/ Ciara O'Riordan, attorney-in-fact for Ken Bowles 06/23/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

How many Smurfit Westrock (SW) ordinary shares did CFO Ken Bowles acquire?

He received 189 ordinary shares on 18 Jun 2025 through a dividend-equivalent adjustment.

What derivative securities were added in the Form 4 filing?

Bowles was credited with 909 restricted stock units (performance share plan) at no cost.

What is Ken Bowles’ total direct share ownership after the transaction?

His direct holding increased to 130,299 ordinary shares.

When will the newly reported RSUs vest?

49,556 RSUs vest in Feb 2026 and 40,931 RSUs vest in Feb 2027; 18,841 additional RSUs begin vesting 11 Mar 2026.

Was any cash paid for the shares or RSUs in this Form 4?

No. Both the 189 shares and 909 RSUs were awarded at $0 as dividend equivalents under existing plans.