STOCK TITAN

SW Form 4: Director adds 41 restricted stock units; beneficial ownership 12,277

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

Rhea-AI Filing Summary

Jorgen Buhl Rasmussen, a director of Smurfit Westrock plc (SW), received 41 additional restricted stock units that accrued as dividend equivalents tied to the company's quarterly dividend of $0.4308 per ordinary share. Each restricted stock unit represents the right to one ordinary share and the newly accrued units remain subject to the original award terms. After this accrual, Mr. Rasmussen beneficially owns 12,277 ordinary shares, which includes 4,323 restricted stock units scheduled to vest on the earlier of May 2, 2026 or the next annual meeting of stockholders.

Positive

  • Dividend-equivalent RSUs were accrued (41 units), which increases the director's equity alignment with shareholders
  • Total beneficial ownership reported at 12,277 shares, providing transparency on insider holdings
  • 4,323 RSUs have defined vesting conditions (earlier of May 2, 2026 or next annual meeting), clarifying future potential share issuance

Negative

  • None.

Insights

TL;DR: Director received dividend-equivalent RSUs, modestly increasing insider-held shares and preserving alignment with shareholders.

The accrual of 41 restricted stock units as dividend equivalents reinforces alignment between management and shareholders by converting cash-equivalent dividend value into equity awards under existing RSU terms. The disclosure is routine: it reports a non-cash increase in beneficial ownership rather than an open-market purchase or sale. The holding of 12,277 shares including 4,323 RSUs that vest by May 2, 2026 or at the next annual meeting indicates continued equity-based incentives with standard vesting triggers. For governance purposes, this is a housekeeping update without evidence of a change in control, insider trading intent, or material shift in ownership.

TL;DR: Small issuance of RSUs from dividend equivalents marginally increases insider stake; immaterial to capital structure or valuation.

The reported A-coded transaction reflects 41 restricted stock units issued as dividend equivalents tied to a quarterly dividend of $0.4308 per share. This is a non-cash, administratively driven increase in beneficial ownership and does not alter outstanding share count until settlement conditions are met. The total reported beneficial ownership of 12,277 shares, including 4,323 RSUs with defined vesting timing, constitutes a modest insider position relative to typical public-company float sizes. There is no indication of derivative exercises, open-market trades, or plan-initiated sales that would have more immediate market impact.

Insider Rasmussen Jorgen Buhl
Role Director
Type Security Shares Price Value
Grant/Award Ordinary Shares 41 $0.00 --
Holdings After Transaction: Ordinary Shares — 12,277 shares (Direct)
Footnotes (1)
  1. In accordance with the terms of outstanding restricted stock units, 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. Includes 4,323 restricted stock units which will vest on the earlier of (i) May 2, 2026, or (ii) the date of the next annual meeting of Smurfit Westrock plc's stockholders.
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*
Rasmussen Jorgen Buhl

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
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 41 A $0(1) 12,277(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
Explanation of Responses:
1. In accordance with the terms of outstanding restricted stock units, 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 4,323 restricted stock units which will vest on the earlier of (i) May 2, 2026, or (ii) the date of the next annual meeting of Smurfit Westrock plc's stockholders.
Remarks:
Exhibit 24.1 Power of Attorney
/s/ Ciara O'Riordan, attorney-in-fact for Jorgen Buhl Rasmussen 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 change did Jorgen Buhl Rasmussen report on Form 4 for Smurfit Westrock (SW)?

He reported accrual of 41 restricted stock units as dividend equivalents and a resulting beneficial ownership of 12,277 ordinary shares.

Why were 41 restricted stock units issued to the reporting person?

The 41 units accrued as dividend equivalents in connection with the issuer's quarterly dividend of $0.4308 per ordinary share.

How many of the reported restricted stock units are subject to future vesting?

The filing states 4,323 restricted stock units will vest on the earlier of May 2, 2026 or the date of the next annual meeting of stockholders.

Does this Form 4 report any open-market purchases or sales by the director?

No. The transaction is coded as an accrual of RSUs (non-cash dividend equivalents), not an open-market purchase or sale.

Do the restricted stock units immediately increase the company's outstanding share count?

The filing indicates rights to receive shares via RSUs; it does not state settled issuance. Outstanding share count may change on settlement under award terms.