[Form 4] Smurfit Westrock plc Insider Trading Activity

Rhea-AI Filing Summary

Smurfit Westrock plc director and Executive VP/Group CFO Ken Bowles acquired additional company equity on 09/18/2025 through dividend-equivalent accruals and restricted stock unit (RSU) awards. He received 183 ordinary shares via dividend-equivalent restricted stock units and 882 RSUs added to his outstanding derivative holdings; each RSU converts to one ordinary share at vesting. After the transactions he beneficially owns 130,482 ordinary shares and 91,369 RSUs. The filing discloses vesting schedules: 19,024 RSUs vest in three equal annual installments beginning March 11, 2026, and 91,369 RSUs settle with 50,039 units in February 2026 and 41,330 in February 2027.

Positive

• Dividend-equivalent accruals were converted into RSUs, showing alignment of executive compensation with shareholder dividends
• Clear vesting schedule disclosed for RSUs (installments in Feb 2026, Feb 2027, and annual installments beginning March 11, 2026), providing transparency on future share issuance

Negative

• None.

Insights

Financial Analyst

TL;DR Insider acquired shares via dividend equivalents and has scheduled RSU vesting over 2026–2027; not a material change to ownership.

The report shows a routine accrual of equity tied to dividend payments plus standard RSU vesting. The incremental 183 shares from dividend equivalents and 882 RSUs are small relative to total outstanding capital for a public company, indicating a non-disruptive dilution/ownership change. Vesting timelines (Feb 2026–Feb 2027 and March 2026 installments) clarify when potential share issuance will occur, useful for short-term float and insider alignment analysis.

Corporate Governance Expert

TL;DR Transaction reflects standard compensation mechanics: dividend-equivalent RSUs and scheduled vesting, consistent with executive alignment practices.

The filing documents compensation-related equity accruals rather than open-market purchases or sales. This aligns executive incentives with shareholder returns through dividend-equivalent RSUs and time-based vesting. The disclosure is complete about quantities and vesting dates, supporting transparency in insider remuneration. No departures or atypical arrangements are 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
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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)
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		183	A	$0(1)	130,482(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		882		(3)	(3)	Ordinary Shares	882	$0	91,369	D

Explanation of Responses:

1. In accordance with the terms of outstanding restricted stock unit awards, 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 19,024 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 91,369 restricted stock units vest and are settled as follows:(i) 50,039 restricted stock units in February 2026, (ii) and 41,330 restricted stock units in February 2027.

Remarks:

Exhibit 24.1 Power of Attorney

	/s/ Ciara O'Riordan, attorney-in-fact for Ken Bowles	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.
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FAQ

What did Ken Bowles report on Form 4 for Smurfit Westrock plc (SW)?

He reported receipt of 183 ordinary shares as dividend-equivalent RSUs and 882 RSUs on 09/18/2025, increasing his beneficial holdings.

How many shares does Ken Bowles beneficially own after the reported transactions?

He beneficially owns 130,482 ordinary shares and holds 91,369 RSUs following the reported transactions.

When do the RSUs disclosed in the Form 4 vest and settle?

19,024 RSUs vest in three equal annual installments beginning March 11, 2026; 91,369 RSUs settle with 50,039 in February 2026 and 41,330 in February 2027.

Were these transactions open-market trades or compensation-related?

They were compensation-related accruals: dividend-equivalent restricted stock units and scheduled RSU vesting, not open-market purchases or sales.

Does the Form 4 indicate any planned sale or disposition by the reporting person?

No. The Form 4 shows acquisitions and RSU vesting schedules only; no disposals or sale transactions are reported.