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Smurfit Westrock (SW) director awarded 4,438 RSUs, 2,123 shares withheld for tax

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

Rhea-AI Filing Summary

Smurfit Westrock plc director Jorgen Buhl Rasmussen reported routine equity compensation activity. He received a grant of 4,438 restricted stock units, each convertible into one ordinary share, that will vest on the earlier of one year from grant or the next annual meeting. To cover tax obligations from RSU vesting and settlement, 2,123 ordinary shares were withheld. After these transactions, he directly holds 16,814 ordinary shares.

Positive

  • None.

Negative

  • None.
Insider Rasmussen Jorgen Buhl
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 — 16,814 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.
RSU grant 4,438 RSUs Granted on May 1, 2026 to director Rasmussen
Shares withheld for tax 2,123 shares at $38.39 Withheld to satisfy RSU tax obligations
Holdings after transactions 16,814 ordinary shares Direct ownership following May 1, 2026 entries
Prior holding reference 14,691 ordinary shares Total shown following the tax-withholding disposition
restricted stock units financial
"the Reporting Person was granted 4,438 restricted stock units (RSUs)"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
RSUs financial
"Each RSU represents a contingent right to receive one ordinary share"
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
tax withholding obligation financial
"withheld to satisfy the Reporting Person's tax withholding obligation upon vesting"
ordinary shares financial
"Reflects ordinary shares of Smurfit Westrock plc withheld"
Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Rasmussen Jorgen Buhl
(Last)(First)(Middle)
BEECH HILL, CLONSKEAGH
(Street)
DUBLIN 4D04 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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Ordinary Shares05/01/2026A4,438(1)A$016,814D
Ordinary Shares05/01/2026F2,123(2)D$38.3914,691D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 Jorgen Buhl Rasmussen)05/05/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Smurfit Westrock (SW) director Jorgen Buhl Rasmussen report on this Form 4?

He reported routine equity compensation activity, including a grant of 4,438 restricted stock units and share withholding for taxes. These transactions adjusted his direct holdings without involving open-market share purchases or sales.

How many Smurfit Westrock (SW) restricted stock units were granted to Rasmussen?

He was granted 4,438 restricted stock units, each representing a contingent right to receive one ordinary share. This equity award is part of his compensation and will vest based on specified time and meeting conditions.

When will Rasmussen’s new Smurfit Westrock (SW) RSUs vest?

The 4,438 RSUs will vest on the earlier of the first anniversary of the May 1, 2026 grant date or the date of Smurfit Westrock plc’s next annual stockholders’ meeting. Vesting timing depends on which of these events occurs first.

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

The 2,123 ordinary shares were withheld to satisfy Rasmussen’s tax withholding obligation upon vesting and settlement of restricted stock units. This tax-withholding disposition is not an open-market sale and reflects standard handling of equity award taxes.

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

Following the Form 4 transactions, Rasmussen directly holds 16,814 ordinary shares of Smurfit Westrock plc. This figure reflects his position after both the RSU-related tax withholding and the new equity grant recorded in the filing.

Does this Smurfit Westrock (SW) Form 4 indicate insider buying or selling in the market?

No, the filing shows a grant of restricted stock units and shares withheld for taxes, not open-market buying or selling. The transactions are compensation-related adjustments to Rasmussen’s equity position in Smurfit Westrock plc.