[Form 4] Smurfit Westrock plc Insider Trading Activity

Rhea-AI Filing Summary

Alvaro Henao, identified as President and Chief Executive Officer, LATAM, reported transactions in Smurfit Westrock plc (SW) on 09/18/2025. He received 46 ordinary shares as dividend-equivalent accruals tied to outstanding restricted stock units; those shares were recorded at a price of $0 and his total beneficial ownership of ordinary shares after the transaction is 49,190 shares. On the same date he acquired 354 restricted stock units (PSP) as additional awards, bringing his total restricted stock units to 36,846.

The filing discloses vesting schedules: 36,846 restricted stock units vest with 18,007 scheduled in February 2026 and 18,839 in February 2027. It also notes that 4,829 restricted stock units are scheduled to vest in three equal annual installments beginning March 11, 2026. The Form 4 was signed by an attorney-in-fact on 09/22/2025.

Positive

• Transparent disclosure of dividend-equivalent accruals and detailed vesting schedule
• No cash purchases or sales were reported, indicating routine compensation activity rather than opportunistic trading

Negative

• No material negative events disclosed in this Form 4

Insights

Financial Analyst

TL;DR: Routine insider accruals and award vesting reported; no cash purchase or sale and no dilution disclosed.

This Form 4 documents non-cash accruals tied to existing restricted stock units and a small grant of 354 PSP units, all recorded at $0 as dividend equivalents or awards. The report increases the reporting person’s beneficial ordinary shares to 49,190 and shows defined near-term vesting events in Feb 2026 and Feb 2027, which will convert RSUs into shares upon settlement. For investors, these are typical executive compensation movements and do not represent market transactions or immediate dilution beyond scheduled vesting.

Corporate Governance Expert

TL;DR: Standard disclosure of compensation-related equity accruals and vesting schedule; governance impact is routine.

The filing clearly discloses dividend-equivalent accruals and the schedule for vesting of restricted stock units, which aligns with usual executive compensation practices. The inclusion of an attorney-in-fact signature and an Exhibit 24.1 power of attorney is noted. No departures from typical governance disclosure norms are evident; the transactions are administrative rather than indicative of any immediate governance change.

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^*

Henao Alvaro

(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)

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

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		46	A	$0(1)	49,190(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)	09/18/2025		A		354		(3)	(3)	Ordinary Shares	354	$0	36,846	D

Explanation of Responses:

1. In accordance with the terms of applicable 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 4,829 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 36,846 restricted stock units vest and are settled as follows:(i) 18,007 restricted stock units in February 2026, (ii) and 18,839 restricted stock units in February 2027.

Remarks:

President and Chief Executive Officer, LATAM. Exhibit 24.1 Power of Attorney.

	/s/ Ciara O'Riordan, attorney-in-fact for Alvaro Henao	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 Alvaro Henao report on the Form 4 for Smurfit Westrock (SW)?

He reported receiving 46 ordinary shares as dividend-equivalent accruals and acquiring 354 restricted stock units on 09/18/2025, with total beneficial ownership of 49,190 ordinary shares after the transaction.

How are the reported restricted stock units (RSUs) scheduled to vest?

The filing states 36,846 RSUs vest with 18,007 vesting in February 2026 and 18,839 in February 2027; additionally 4,829 RSUs vest in three equal annual installments beginning March 11, 2026.

Was there any purchase price paid for the shares or RSUs in this Form 4?

No purchase price was reported; the dividend-equivalent accruals and RSU awards are reported at a price of $0.

Who signed the Form 4 for Alvaro Henao and when?

The form was signed by Ciara O'Riordan, attorney-in-fact for Alvaro Henao on 09/22/2025.

What is Alvaro Henao's role at the issuer according to the filing?

The filing lists his role as President and Chief Executive Officer, LATAM.