[Form 4] Smurfit Westrock plc Insider Trading Activity

Rhea-AI Filing Summary

Smurfit Westrock plc (SW) – Form 4 insider filing. The report covers President & CEO LATAM Alvaro Henao and discloses two dividend-equivalent accruals dated 18 June 2025:

• 48 ordinary shares acquired at $0.00 cost, increasing Henao’s direct shareholding to 49,144 shares.
• 366 performance-based restricted stock units (RSUs) credited at no cost, lifting total RSU balance to 36,492 units.

The RSUs relate to prior awards and mirror the company’s quarterly cash dividend of $0.4308 per share. Vesting schedule remains unchanged: 17,834 units vest February 2026 and 18,658 units vest February 2027. An additional 4,783 time-based RSUs are set to vest in three equal tranches starting 11 March 2026.

The filing shows no open-market purchases or sales, no option exercises, and no Rule 10b5-1 designation. Given the small absolute size—less than 0.1% of Henao’s existing equity exposure—the transaction is primarily administrative, reflecting routine dividend-equivalent adjustments rather than a discretionary buy.

Positive

• Continued insider equity accumulation – although modest, the CEO LATAM’s share count increases, aligning management with shareholder interests.
• Transparent and timely disclosure demonstrates adherence to Section 16 reporting obligations.

Negative

• None.

Insights

Equity Analyst

TL;DR – Routine dividend-equivalent accrual; negligible monetary value; neutral signal for SW investors.

The 48 shares and 366 RSUs awarded to CEO LATAM Alvaro Henao stem directly from Smurfit Westrock’s standard dividend-equivalent feature on outstanding equity awards. The cost basis is $0, so there is no immediate cash outlay or purchase decision. Beneficial ownership rises marginally to 49,144 shares and 36,492 RSUs. From a valuation or liquidity perspective, the move has no material impact on float, insider sentiment, or future dilution. It neither signals bullish conviction nor insider selling pressure; thus, investor takeaway remains neutral.

Corporate Governance Specialist

TL;DR – Administrative filing confirms compliance; nothing governance-critical detected.

The Form 4 validates that SW correctly credits dividend equivalents to equity incentive holders and discloses them within the two-day window, evidencing procedural compliance with Section 16. No 10b5-1 plan box is checked, indicating the action was automatic rather than pre-programmed trading. The vesting cadence aligns with previously disclosed LTIP terms. There are no red flags such as early vesting, repricing, or outsized grants. Accordingly, governance risk remains unchanged.

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^*

Henao Alvaro

(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		48	A	$0(1)	49,144(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		366		(3)	(3)	Ordinary Shares	366	$0	36,492	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 4,783 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 36,492 restricted stock units vest and are settled as follows:(i) 17,834 restricted stock units in February 2026, (ii) and 18,658 restricted stock units in February 2027.

Remarks:

President and Chief Executive Officer, LATAM

	/s/ Ciara O'Riordan, attorney-in-fact for Alvaro Henao	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.

FAQ

How many Smurfit Westrock (SW) shares did Alvaro Henao acquire on 18 June 2025?

He acquired 48 ordinary shares at a cost basis of $0.00 as dividend equivalents.

What is Alvaro Henao’s total direct shareholding after the Form 4 transaction?

His direct ownership increased to 49,144 ordinary shares.

How many RSUs were credited and when will they vest?

366 RSUs were added; they vest with the underlying award—17,834 units in Feb 2026 and 18,658 units in Feb 2027.

Was the transaction effected under a Rule 10b5-1 trading plan?

No. The filing does not indicate that a Rule 10b5-1(c) plan governed the transaction.

What dividend rate generated the RSU dividend equivalents?

The units accrued in connection with SW’s quarterly dividend of $0.4308 per ordinary share.