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Smurfit Westrock (SW) officer receives share and RSU awards in equity grant

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

Rhea-AI Filing Summary

Smurfit Westrock plc officer Saverio Mayer reported routine equity compensation awards. On June 10, 2026, he acquired 127 ordinary shares at $0.00 per share and 432 restricted stock units (PSP), both as grants rather than market purchases.

Following these transactions, Mayer directly owned 241,370 ordinary shares and 37,651 restricted stock units. Footnotes explain that part of the RSU increase reflects dividend equivalents tied to a quarterly dividend of $0.4523 per ordinary share, and that 32,390 RSUs are scheduled to vest in three equal annual installments, with all 37,651 RSUs due to settle in February 2027.

Positive

  • None.

Negative

  • None.
Insider Mayer Saverio
Role See remarks
Type Security Shares Price Value
Grant/Award Restricted Stock Units (PSP) 432 $0.00 --
Grant/Award Ordinary Shares 127 $0.00 --
Holdings After Transaction: Restricted Stock Units (PSP) — 37,651 shares (Direct, null); Ordinary Shares — 241,370 shares (Direct, null)
Footnotes (1)
  1. In accordance with the terms of the restricted stock unit award, additional restricted stock units accrued as dividend equivalents in connection with the Issuer's payment of a quarterly dividend of $0.4523 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. Includes 32,390 restricted stock units which are scheduled to vest in three equal annual installments beginning on the first anniversary of the grant date. The 37,651 restricted stock units vest and are due to settle in February 2027.
Ordinary shares granted 127 shares Equity award on June 10, 2026
RSUs granted (PSP) 432 units Restricted Stock Units (PSP) awarded June 10, 2026
Shares after transaction 241,370 shares Total ordinary shares directly owned after awards
RSUs after transaction 37,651 units Total restricted stock units outstanding after awards
RSUs with annual vesting 32,390 units Scheduled to vest in three equal annual installments
Quarterly dividend per share $0.4523 Dividend generating RSU dividend equivalents
RSU settlement date February 2027 37,651 RSUs vest and are due to settle
Restricted Stock Units (PSP) financial
"security_title: "Restricted Stock Units (PSP)""
dividend equivalents financial
"additional restricted stock units accrued as dividend equivalents in connection with the Issuer's payment"
Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.
vest financial
"restricted stock units which are scheduled to vest in three equal annual installments"
A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.
settle financial
"The 37,651 restricted stock units vest and are due to settle in February 2027"
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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*
Mayer Saverio
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
See remarks
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/10/2026		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 Shares06/10/2026A127A$0(1)241,370(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units (PSP)$0(1)06/10/2026A432 (3) (3)Ordinary Shares432$037,651D
Explanation of Responses:
1. In accordance with the terms of the restricted stock unit award, additional restricted stock units accrued as dividend equivalents in connection with the Issuer's payment of a quarterly dividend of $0.4523 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 32,390 restricted stock units which are scheduled to vest in three equal annual installments beginning on the first anniversary of the grant date.
3. The 37,651 restricted stock units vest and are due to settle in February 2027.
Remarks:
President and Chief Executive Officer, Europe, MEA and APAC
/s/ Ciara O'Riordan (attorney-in-fact for Saverio Mayer)06/12/2026
** 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 insider transaction did Smurfit Westrock (SW) report for Saverio Mayer?

Smurfit Westrock reported that officer Saverio Mayer received equity awards, not open-market trades. He acquired 127 ordinary shares and 432 restricted stock units as compensation grants, increasing his direct holdings without paying cash, which is typical for long-term incentive plans.

How many Smurfit Westrock (SW) shares does Saverio Mayer hold after this Form 4?

After these awards, Saverio Mayer directly owns 241,370 ordinary shares. He also holds 37,651 restricted stock units, which represent rights to receive an equal number of ordinary shares in the future, subject to vesting and settlement conditions described in the filing footnotes.

What restricted stock unit (RSU) awards did Saverio Mayer receive from Smurfit Westrock (SW)?

Mayer received 432 restricted stock units under a performance share plan. The filing notes that 32,390 RSUs are scheduled to vest in three equal annual installments and that the total 37,651 RSUs outstanding are expected to vest and settle in February 2027, assuming conditions are satisfied.

How are dividend equivalents reflected in Saverio Mayer’s Smurfit Westrock (SW) RSUs?

The RSU award accrues additional units as dividend equivalents when Smurfit Westrock pays its quarterly dividend of $0.4523 per ordinary share. These additional RSUs follow the same terms and conditions as the original award, effectively reinvesting dividends into more units instead of cash payouts.

Do Saverio Mayer’s Smurfit Westrock (SW) RSUs convert into ordinary shares?

Each restricted stock unit represents the right to receive one ordinary share of Smurfit Westrock. According to the filing, the 37,651 RSUs are expected to vest and settle in February 2027, at which point they would typically be delivered as ordinary shares to the holder.