[Form 4] Smurfit Westrock plc Insider Trading Activity

Rhea-AI Filing Summary

Saverio Mayer, President and CEO, Europe, MEA and APAC of Smurfit Westrock plc (SW), reported acquisitions of ordinary shares and restricted stock units on 09/18/2025. The Form 4 shows 155 ordinary shares were acquired at $0 as dividend-equivalent issuances, bringing total direct beneficial ownership to 189,560 ordinary shares. Additionally, 776 restricted stock units (RSUs) were acquired as dividend equivalents, increasing direct RSU holdings to 80,431 RSUs. The filing explains the RSUs arose from the companys quarterly dividend of $0.4308 per share and that each RSU converts to one ordinary share. A portion of RSUs (16,098) are scheduled to vest in three equal annual installments starting March 11, 2026, while 80,431 RSUs settle in February 2026 and February 2027 as specified.

Positive

• Dividend-equivalent issuance recorded: 155 ordinary shares and 776 RSUs were issued as dividend equivalents tied to the $0.4308 quarterly dividend.
• Increased direct ownership disclosed: Reporting person holds 189,560 ordinary shares and 80,431 RSUs following the transactions.
• Clear vesting schedule provided: 16,098 RSUs vest in three equal annual installments beginning March 11, 2026; 80,431 RSUs settle in Feb 2026 and Feb 2027.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine dividend-equivalent accruals increased insider share and RSU holdings; no cash purchase or sale reported.

The Form 4 documents non-cash issuances tied to dividend equivalents: 155 ordinary shares and 776 RSUs on 09/18/2025. These shares/units were issued at $0, consistent with automatic dividend reinvestment into RSUs. The filing reports total direct beneficial ownership of 189,560 ordinary shares and 80,431 RSUs, with specified vesting schedules for portions of the RSUs. This is a non-material, compensatory capitalization of dividends rather than an open-market transaction and does not indicate change in trading intent or cash flow from the reporting person.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 reporting for dividend-equivalent awards; vesting schedules are clearly stated.

The Form 4 properly discloses the accrual of dividend equivalents into restricted stock units and ordinary shares, specifies the dividend amount ($0.4308 per share), and provides vesting/settlement timing: a subset of 16,098 RSUs vest in three equal annual installments beginning March 11, 2026, and 80,431 RSUs settle in February 2026 and February 2027. Signature by attorney-in-fact is included. The filing appears routine and compliant with reporting obligations based on the provided content.

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^*

Mayer Saverio

(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)
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		155	A	$0(1)	189,560(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)	09/18/2025		A		776		(3)	(3)	Ordinary Shares	776	$0	80,431	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 16,098 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 80,431 restricted stock units vest and are settled as follows:(i) 44,048 restricted stock units in February 2026, (ii) and 36,383 restricted stock units in February 2027.

Remarks:

President and Chief Executive Officer, Europe, MEA and APAC. Exhibit 24.1 - Power of attorney

	/s/ Ciara O'Riordan, attorney-in-fact for Saverio Mayer	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.

FAQ

What did Saverio Mayer report on the Form 4 for Smurfit Westrock plc (SW)?

Saverio Mayer reported acquisition of 155 ordinary shares and 776 restricted stock units on 09/18/2025, issued as dividend equivalents.

How were the shares and RSUs issued to the reporting person valued on the Form 4?

They were issued at $0, reflecting dividend-equivalent accruals rather than cash purchases.

What dividend amount triggered the additional RSUs reported on the Form 4?

The filing states the company paid a quarterly dividend of $0.4308 per ordinary share, which generated the dividend-equivalent RSUs.

How many total ordinary shares and RSUs does the reporting person hold after the transaction?

The filing shows 189,560 ordinary shares and 80,431 restricted stock units beneficially owned following the transactions.

When do the reported RSUs vest or settle according to the Form 4?

16,098 RSUs vest in three equal annual installments beginning March 11, 2026; 80,431 RSUs settle in February 2026 and February 2027 as specified.