Smurfit Westrock (SW) director logs RSU grant and tax share withholding

Rhea-AI Filing Summary

Smurfit Westrock plc director MaryLynn FergusonMchugh reported routine equity compensation activity. On May 1, 2026 she received a grant of 4,438 restricted stock units, each equal to one ordinary share, scheduled to vest on the earlier of the first anniversary of grant or the next annual stockholder meeting. On the same date, 2,123 ordinary shares were withheld to satisfy her tax withholding obligation upon vesting and settlement of RSUs, which is not an open-market sale. After these transactions, she directly holds 10,668 ordinary shares of Smurfit Westrock plc.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider FergusonMchugh MaryLynn

Role null

Type	Security	Shares	Price	Value
Grant/Award	Ordinary Shares	4,438	$0.00	--
Tax Withholding	Ordinary Shares	2,123	$38.39	$82K

Holdings After Transaction: Ordinary Shares — 10,668 shares (Direct, null)

Footnotes (1)

1. On May 1st, 2026, the Reporting Person was granted 4,438 restricted stock units (RSUs). Each RSU represents a contingent right to receive one ordinary share. The RSUs are scheduled to vest on the earlier of (i) the first anniversary of the date of grant of the RSU or (ii) the date of the next annual meeting of Smurfit Westrock plc's stockholders. Reflects ordinary shares of Smurfit Westrock plc withheld to satisfy the Reporting Person's tax withholding obligation upon vesting and settlement of RSUs.

Key Figures

RSU grant: 4,438 RSUs Tax-withholding shares: 2,123 ordinary shares Post-transaction holdings: 10,668 ordinary shares +2 more

5 metrics

RSU grant 4,438 RSUs Granted on May 1, 2026; each RSU equals one ordinary share

Tax-withholding shares 2,123 ordinary shares Withheld to satisfy tax obligation on RSU vesting and settlement

Post-transaction holdings 10,668 ordinary shares Director’s direct ownership after reported transactions

Tax-withholding reference price $38.39 per share Price per share used for tax-withholding disposition entry

Vesting schedule Earlier of 1-year anniversary or next annual meeting Vesting terms for 4,438 RSUs granted May 1, 2026

Key Terms

restricted stock units (RSUs), tax withholding obligation, vest on the earlier of, annual meeting of Smurfit Westrock plc's stockholders

4 terms

restricted stock units (RSUs) financial

"the Reporting Person was granted 4,438 restricted stock units (RSUs). Each RSU represents a contingent right"

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

tax withholding obligation financial

"withheld to satisfy the Reporting Person's tax withholding obligation upon vesting and settlement of RSUs"

vest on the earlier of financial

"The RSUs are scheduled to vest on the earlier of (i) the first anniversary"

annual meeting of Smurfit Westrock plc's stockholders financial

"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^*

FergusonMchugh MaryLynn

(Last) (First) (Middle)

BEECH HILL, CLONSKEAGH

(Street)

DUBLIN 4 D04 N2R2

(City) (State) (Zip)

IRELAND

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/01/2026		A		4,438(1)	A	$0	10,668	D
Ordinary Shares	05/01/2026		F		2,123(2)	D	$38.39	8,545	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. On May 1st, 2026, the Reporting Person was granted 4,438 restricted stock units (RSUs). Each RSU represents a contingent right to receive one ordinary share. The RSUs are scheduled to vest on the earlier of (i) the first anniversary of the date of grant of the RSU or (ii) the date of the next annual meeting of Smurfit Westrock plc's stockholders.

2. Reflects ordinary shares of Smurfit Westrock plc withheld to satisfy the Reporting Person's tax withholding obligation upon vesting and settlement of RSUs.

Remarks:

	/s/ Ciara O'Riordan (attorney-in-fact-pursuant for Mary Lynn Ferguson McHugh)	05/05/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Smurfit Westrock (SW) director MaryLynn FergusonMchugh report in this Form 4?

She reported routine equity compensation activity, including a grant of 4,438 restricted stock units and a related tax-withholding share disposition. These entries reflect compensation and tax mechanics rather than open-market buying or selling of Smurfit Westrock ordinary shares.

How many Smurfit Westrock (SW) shares were granted to the director in this filing?

The filing shows a grant of 4,438 restricted stock units, each representing a right to receive one ordinary share. These RSUs were awarded at no purchase price, reflecting share-based compensation to the director rather than an open-market transaction or cash investment in Smurfit Westrock stock.

Why were 2,123 Smurfit Westrock (SW) shares disposed of in this Form 4?

The 2,123 ordinary shares were withheld to satisfy the director’s tax withholding obligation when RSUs vested and settled. This is coded as a tax-withholding disposition, meaning shares went back to the company for taxes rather than being sold in the open market.

When do the newly granted Smurfit Westrock (SW) RSUs vest for the director?

The 4,438 restricted stock units are scheduled to vest on the earlier of the first anniversary of the May 1, 2026 grant date or the date of the next annual meeting of Smurfit Westrock plc’s stockholders. Vesting timing is therefore tied to either time elapsed or the next shareholder meeting.

How many Smurfit Westrock (SW) shares does the director hold after these transactions?

Following the reported RSU grant and tax-withholding disposition, the director directly holds 10,668 ordinary shares of Smurfit Westrock plc. This figure reflects her post-transaction ownership as reported in the Form 4 and provides context for the size of the reported compensation-related movements.

Does this Smurfit Westrock (SW) Form 4 show open-market buying or selling by the director?

No open-market purchases or sales are shown. The filing reflects a grant of 4,438 RSUs and a tax-withholding disposition of 2,123 shares. These events arise from equity compensation and tax obligations, not discretionary trading in Smurfit Westrock’s ordinary shares on the market.