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SW Form 4: Director Credited 41 Shares; 4,323 RSUs Vest by May 2026

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

Rhea-AI Filing Summary

The reporting person, Carol Fairweather, received 41 ordinary shares of Smurfit Westrock plc on 09/18/2025 as additional restricted stock units credited as dividend equivalents tied to a quarterly dividend of $0.4308 per share. After this issuance, Ms. Fairweather beneficially owns 9,131 ordinary shares, which include 4,323 restricted stock units that vest on the earlier of May 2, 2026 or the company’s next annual meeting. The additional RSUs carry the same terms as the underlying awards and each RSU represents the right to one ordinary share.

Positive

  • Insider alignment with shareholders through receipt of dividend equivalents in equity form
  • Clear disclosure of vesting schedule: 4,323 RSUs vesting by May 2, 2026 or next annual meeting

Negative

  • Potential future dilution from 4,323 restricted stock units that will convert to ordinary shares upon vesting

Insights

TL;DR: A routine dividend-equivalent RSU credit increased an insider's stake modestly; not a material signal about company performance.

The transaction reflects issuance of 41 shares as dividend-equivalent restricted stock units tied to the company’s quarterly dividend policy of $0.4308 per share. The post-transaction beneficial ownership of 9,131 shares, including 4,323 time-vesting RSUs, indicates ongoing use of equity compensation rather than an open-market purchase or sale. From a financial standpoint this is a non-cash compensation accounting and governance item with negligible immediate impact on share supply or corporate cash flow.

TL;DR: Insider received dividend-equivalent RSUs under existing awards; standard governance practice with clear vesting terms disclosed.

This Form 4 documents a standard administrative issuance: dividend equivalents credited as additional RSUs that follow the original award terms. Disclosure of the 4,323 RSUs that vest by May 2, 2026 or at the next annual meeting provides investors transparency on future potential share dilution and insider alignment. The filing is consistent with routine director compensation practices and contains the required explanatory remarks and POA signature.

Insider Fairweather Carol
Role Director
Type Security Shares Price Value
Grant/Award Ordinary Shares 41 $0.00 --
Holdings After Transaction: Ordinary Shares — 9,131 shares (Direct)
Footnotes (1)
  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. 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.
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*
Fairweather Carol
(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) 9,131(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 Carol Fairweather 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.

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did the Smurfit Westrock (SW) insider report?

The reporting person received 41 ordinary shares as restricted stock units credited as dividend equivalents on 09/18/2025.

How many shares does Carol Fairweather beneficially own after the transaction?

9,131 ordinary shares beneficially owned following the reported transaction.

Are there unvested restricted stock units included in the ownership total?

Yes, the total includes 4,323 restricted stock units that vest on the earlier of May 2, 2026 or the next annual meeting.

What triggered the additional restricted stock units?

Additional RSUs were credited as dividend equivalents in connection with the issuer's quarterly dividend of $0.4308 per ordinary share.

Does this Form 4 indicate an open-market purchase or sale?

No. The Form 4 reports issuance of RSUs as dividend equivalents, not an open-market purchase or sale.