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Smurfit Westrock CEO Reports Dividend-Linked Share and RSU Accrual

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

Rhea-AI Filing Summary

Smurfit Westrock plc (ticker: SW) – Form 4 insider filing

President & CEO for Europe, MEA and APAC, Saverio Mayer, reported two transactions dated 18 June 2025:

  • 160 ordinary shares acquired at a stated price of $0 (dividend-equivalent, not an open-market purchase). Post-transaction direct holding: 189,405 ordinary shares.
  • 800 Performance-based Restricted Stock Units (RSUs) accrued as dividend equivalents under an existing award, also at $0. Total RSUs now directly held: 79,655.

The filing states that 79,655 RSUs vest in stages—43,623 in Feb 2026 and 36,032 in Feb 2027—while a separate block of 15,943 RSUs will vest in three equal tranches starting 11 Mar 2026.

No shares were sold, no options exercised, and the transactions were automatic in accordance with the company’s dividend policy. The Form was signed on 23 June 2025.

Positive

  • No shares were sold; the executive only added to holdings, avoiding any negative signaling.
  • maintains management’s alignment with shareholder value through 2027.

Negative

  • Immaterial size: 160 shares and 800 RSUs are too small to influence valuation.
  • Automatic dividend-equivalent accrual limits the informational content compared with voluntary open-market purchases.

Insights

TL;DR: Routine dividend-equivalent RSU accrual; minimal market impact.

The reported acquisitions arise automatically from quarterly dividend equivalents, not discretionary buying. The 160 share addition is immaterial versus Mayer’s 189k-share stake and SW’s public float, so signaling value is limited. The extra 800 RSUs merely adjust existing incentive alignment; vesting remains long-dated (2026-2027). No sales or dispositions occurred, which removes potential negative sentiment, but investors should view the event as administrative rather than a change in insider conviction.

Insider Mayer Saverio
Role see remarks
Type Security Shares Price Value
Grant/Award Restricted Stock Units (PSP) 800 $0.00 --
Grant/Award Ordinary Shares 160 $0.00 --
Holdings After Transaction: Restricted Stock Units (PSP) — 79,655 shares (Direct); Ordinary Shares — 189,405 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 15,943 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 79,655 restricted stock units vest and are settled as follows:(i) 43,623 restricted stock units in February 2026, (ii) and 36,032 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*
Mayer Saverio
(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)
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 160 A $0(1) 189,405(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 800 (3) (3) Ordinary Shares 800 $0 79,655 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 15,943 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 79,655 restricted stock units vest and are settled as follows:(i) 43,623 restricted stock units in February 2026, (ii) and 36,032 restricted stock units in February 2027.
Remarks:
President and Chief Executive Officer, Europe, MEA and APAC
/s/ Ciara O'Riordan, attorney-in-fact for Saverio Mayer 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

What did Saverio Mayer acquire according to the Form 4 for SW?

160 ordinary shares and 800 performance RSUs accrued as dividend equivalents.

Were any Smurfit Westrock shares sold in this filing?

No. No dispositions were reported; only acquisitions occurred.

At what price were the SW shares and RSUs acquired?

They were booked at $0 because they were dividend-equivalent grants, not market purchases.

How many SW ordinary shares does the executive own after the transaction?

Saverio Mayer now directly owns 189,405 ordinary shares.

When will the newly reported RSUs vest?

43,623 RSUs vest in Feb 2026 and 36,032 vest in Feb 2027.

Does this Form 4 indicate a Rule 10b5-1 trading plan?

No Rule 10b5-1 box was checked; transactions were dividend-linked, not plan trades.