Smurfit Westrock (SW) director adds 48 RSUs via dividend equivalents

Rhea-AI Filing Summary

Smurfit Westrock plc director reports small stock-based award. On 12/18/2025, a director of Smurfit Westrock plc acquired 48 additional restricted stock units as dividend equivalents tied to the company’s quarterly dividend of $0.4308 per ordinary share. The award was recorded at a stated price of $0 per unit, reflecting a non-cash, stock-based grant rather than a market purchase.

After this transaction, the director beneficially owns 4,371 restricted stock units. These units are scheduled to vest on the earlier of May 2, 2026, or the date of the next annual meeting of Smurfit Westrock plc’s stockholders, at which time each unit will convert into one ordinary share.

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^*

Brown Carole Lynnette

(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)
12/18/2025

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	12/18/2025		A		48	A	$0(1)	4,371(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 the 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 4,371 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:

	/s/ Ciara O'Riordan, attorney-in-fact-pursuant for Carole Lynnette Brown	12/19/2025
	** 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 insider transaction did Smurfit Westrock (SW) report?

A director acquired 48 additional restricted stock units on 12/18/2025 as dividend equivalents, increasing their beneficial holdings in Smurfit Westrock plc.

How many Smurfit Westrock (SW) restricted stock units does the director now hold?

Following the reported transaction, the director beneficially owns 4,371 restricted stock units of Smurfit Westrock plc.

Why did the director of Smurfit Westrock (SW) receive 48 additional restricted stock units?

The 48 additional restricted stock units accrued as dividend equivalents in connection with Smurfit Westrock plc’s quarterly dividend of $0.4308 per ordinary share.

When will the director’s Smurfit Westrock (SW) restricted stock units vest?

The 4,371 restricted stock units will vest on the earlier of May 2, 2026, or the date of the next annual meeting of Smurfit Westrock plc’s stockholders.

What does each restricted stock unit in Smurfit Westrock (SW) represent?

Each restricted stock unit represents the right to receive one ordinary share of Smurfit Westrock plc when it vests.

Did the Smurfit Westrock (SW) director pay cash for the new restricted stock units?

The form lists a transaction price of $0 per restricted stock unit, reflecting that these were stock-based awards granted as dividend equivalents, not open-market purchases.