What is Laurent Sellier’s Smurfit Westrock (SW) share ownership after the reported transactions?

After the reported equity award vesting and tax withholding, Laurent Sellier directly beneficially owned 130,901 ordinary shares. Additionally, 3,188 ordinary shares are reported as indirectly owned, held in the name of his spouse, reflecting combined beneficial exposure.

Smurfit Westrock (SW) executive reports share vesting and tax withholding

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Smurfit Westrock executive Laurent Sellier reported equity award vesting and related share movements. On February 13, 2026, he acquired 37,885 ordinary shares through the vesting and settlement of performance share plan units and 9,806 ordinary shares from deferred bonus plan units, both at an exercise price of $0 per share.

To cover tax withholding obligations tied to these vestings, 15,926 ordinary shares were withheld at a price of $51.42 per share. Following these transactions, Sellier directly beneficially owned 130,901 ordinary shares, with an additional 3,188 ordinary shares held indirectly through his spouse.

Insider Trade Summary

47,691 shares exercised/converted

Mixed 6 txns

Insider Sellier Laurent

Role See remarks

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units (PSP)	37,885	$0.00	--
Exercise	Restricted Stock Units (DBP)	9,806	$0.00	--
Exercise	Ordinary Shares	37,885	$0.00	--
Exercise	Ordinary Shares	9,806	$0.00	--
Tax Withholding	Ordinary Shares	15,926	$51.42	$819K
holding	Ordinary Shares	--	--	--

Holdings After Transaction: Restricted Stock Units (PSP) — 30,614 shares (Direct); Restricted Stock Units (DBP) — 8,999 shares (Direct); Ordinary Shares — 137,021 shares (Direct); Ordinary Shares — 3,188 shares (Indirect, Shares owned by spouse)

Footnotes (1)

Reflects the acquisition of common stock upon vesting and settlement of performance share plan awards. Each performance share plan award represents a right to receive one ordinary share of Smurfit Westrock plc upon vesting and settlement of the applicable award. Reflects the acquisition of common stock upon vesting and settlement of deferred bonus plan awards. Each deferred bonus plan award represents a right to receive one ordinary share of Smurfit Westrock plc upon vesting and settlement of the applicable award. Reflects ordinary shares of Smurfit Westrock plc withheld to satisfy the reporting persons tax withholding obligation upon vesting and settlement of deferred bonus plan awards and performance share plan awards. Reflects the vesting and settlement of deferred bonus plan awards granted on 22 September 2023 and performance share plan awards granted on 22 September 2023.

Form 4 Insider Transactions: What Each Field Means →

02/17/2026 - 12:45 PM

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^*

Sellier Laurent

(Last)

(First)

(Middle)

BEECH HILL, CLONSKEAGH

(Street)

DUBLIN 4

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)
02/13/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	02/13/2026		M⁽¹⁾		37,885	A	$0	137,021	D
Ordinary Shares	02/13/2026		M⁽²⁾		9,806	A	$0	146,827	D
Ordinary Shares	02/13/2026		F⁽³⁾		15,926	D	$51.42	130,901	D
Ordinary Shares								3,188	I	Shares owned by spouse

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units (PSP)	$0	02/13/2026		M			37,885	⁽⁴⁾	⁽⁴⁾	Ordinary Shares	37,885	$0	30,614	D
Restricted Stock Units (DBP)	$0	02/13/2026		M			9,806	⁽⁴⁾	⁽⁴⁾	Ordinary Shares	9,806	$0	8,999	D

Explanation of Responses:

1. Reflects the acquisition of common stock upon vesting and settlement of performance share plan awards. Each performance share plan award represents a right to receive one ordinary share of Smurfit Westrock plc upon vesting and settlement of the applicable award.

2. Reflects the acquisition of common stock upon vesting and settlement of deferred bonus plan awards. Each deferred bonus plan award represents a right to receive one ordinary share of Smurfit Westrock plc upon vesting and settlement of the applicable award.

3. Reflects ordinary shares of Smurfit Westrock plc withheld to satisfy the reporting persons tax withholding obligation upon vesting and settlement of deferred bonus plan awards and performance share plan awards.

4. Reflects the vesting and settlement of deferred bonus plan awards granted on 22 September 2023 and performance share plan awards granted on 22 September 2023.

Remarks:

President & Chief Executive Officer, North America (including Mexico)

	/s/ Ciara O'Riordan (attorney-in-fact for Laurent Sellier)	02/17/2026
	** 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 insider transactions did Smurfit Westrock (SW) report for Laurent Sellier?

Smurfit Westrock reported that Laurent Sellier acquired ordinary shares through vesting of performance and deferred bonus share units, and had additional shares withheld to satisfy tax obligations. These movements reflect compensation-related equity activity rather than open-market buying or selling.

How many Smurfit Westrock (SW) shares did Laurent Sellier acquire from vesting awards?

Laurent Sellier acquired 37,885 ordinary shares from performance share plan units and 9,806 ordinary shares from deferred bonus plan units. Both awards vested and settled on February 13, 2026, with each unit converting into one ordinary share at no cash exercise price.

Why were some of Laurent Sellier’s Smurfit Westrock (SW) shares disposed of in this Form 4?

The filing shows 15,926 ordinary shares classified as disposed, but these were withheld solely to satisfy tax withholding obligations upon award vesting. This type of transaction is a tax-management step, not an open-market sale for investment purposes.

What roles do the PSP and DBP awards play in Smurfit Westrock (SW) executive compensation?

The performance share plan (PSP) and deferred bonus plan (DBP) awards give executives rights to receive ordinary shares upon vesting and settlement. Each vested unit converts into one ordinary share, aligning a portion of executive compensation with the company’s equity performance over time.

Is Laurent Sellier’s Form 4 for Smurfit Westrock (SW) a routine compensation event?

Yes, the Form 4 reflects routine compensation events where previously granted performance and deferred bonus share units vested and settled into ordinary shares. The accompanying share withholding for taxes is also a standard mechanism used to meet statutory tax obligations.