[Form 4] Smurfit Westrock plc Insider Trading Activity

Rhea-AI Filing Summary

Timothy J. Bernlohr, a director of Smurfit Westrock plc (SW), received 41 restricted stock units on 09/18/2025 as dividend equivalents tied to the company's quarterly cash dividend of $0.4308 per ordinary share. The RSUs were recorded at no cash price ($0) and increase his total beneficial ownership to 55,106 ordinary shares or share-equivalents. The filing notes that each restricted stock unit represents the right to receive one ordinary share and that 4,323 of the units in his total will vest on the earlier of May 2, 2026 or the date of the next annual meeting of stockholders.

The Form 4 was signed by Ciara O'Riordan as attorney-in-fact for Mr. Bernlohr on 09/22/2025. This disclosure reports a routine accrual of dividend-equivalent RSUs under existing awards rather than an open-market purchase or sale.

Insights

Corporate Governance Expert

TL;DR: Routine dividend-equivalent RSU accrual for a director; aligns compensation with shareholders and is administrative in nature.

The reported acquisition of 41 restricted stock units reflects an automatic dividend-equivalent credit under existing awards rather than a voluntary purchase. Such credits preserve the economic alignment between non-cash director compensation and shareholder returns. The disclosure includes the noteworthy detail that 4,323 RSUs in Mr. Bernlohr's holding remain subject to vesting conditions tied to a date or the next annual meeting; that vesting schedule is material to timing of potential share delivery but does not indicate any change in governance or control. Overall, the transaction is procedural and not transformative for investors.

Securities Analyst

TL;DR: Small, non-cash director award; immaterial to company capitalization and market effect.

The Form 4 reports 41 RSUs credited as dividend equivalents with a $0 reported price, increasing beneficial ownership to 55,106 shares/equivalents. Given the size of the accrual relative to total shares outstanding for a public company, this action is unlikely to affect share supply or demand materially. The filing clarifies vesting of a subset (4,323 RSUs) which may convert to shares upon vesting dates; monitoring vesting schedules is standard but not indicative of near-term dilution of material magnitude.

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^*

BERNLOHR TIMOTHY J

(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)	55,106(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 Timothy J. Bernlohr	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.