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Smurfit Westrock (NYSE: SW) director granted 367.844 restricted stock units

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

Rhea-AI Filing Summary

Arnold Colleen F. reported acquisition or exercise transactions in this Form 4 filing.

Smurfit Westrock plc director Colleen F. Arnold received a grant of 367.844 additional restricted stock units as a non-cash award. These units accrued as dividend equivalents following a quarterly dividend of $0.4523 per ordinary share and carry the same terms as the underlying award.

Each restricted stock unit represents one ordinary share, bringing Arnold’s direct holdings to 36,278.980 ordinary shares after the transaction. This total includes 4,489 restricted stock units scheduled to vest on the earlier of May 1, 2027 or the next annual stockholder meeting, and 27,601.98 fully vested restricted stock units deferred until she leaves the board under the WestRock Company 2016 Deferred Compensation Plan for Non-Employee Directors.

Positive

  • None.

Negative

  • None.
Insider Arnold Colleen F.
Role null
Type Security Shares Price Value
Grant/Award Ordinary Shares 367.844 $0.00 --
Holdings After Transaction: Ordinary Shares — 36,278.98 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 4,489 restricted stock units which will vest on the earlier of (i) May 1, 2027 or (ii) the date of the next annual meeting of Smurfit Westrock plc's stockholders and and 27,601.98 fully vested restricted stock units that will be settled in ordinary shares following the Reporting Person's cessation of service as a member of the Issuer's board of directors in accordance with the terms of the WestRock Company 2016 Deferred Compensation Plan for Non-Employee Directors.
New RSU grant 367.844 shares Restricted stock units accrued as dividend equivalents
Dividend per share $0.4523 per ordinary share Quarterly dividend that generated dividend-equivalent RSUs
Total holdings after transaction 36,278.980 shares Ordinary shares (including RSUs) held directly after grant
Unvested RSUs 4,489 units RSUs vesting on earlier of May 1, 2027 or next annual meeting
Deferred vested RSUs 27,601.98 units Fully vested RSUs deferred until board service ends
restricted stock unit financial
"In accordance with the terms of the restricted stock unit award, additional restricted stock units accrued as dividend equivalents"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
dividend equivalents financial
"additional restricted stock units accrued as dividend equivalents in connection with the Issuer's payment of a quarterly dividend"
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.
deferred compensation plan financial
"settled in ordinary shares following the Reporting Person's cessation of service ... in accordance with the terms of the WestRock Company 2016 Deferred Compensation Plan for Non-Employee Directors"
A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.
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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*
Arnold Colleen F.
(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)
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 Shares06/10/2026A367.844A$0(1)36,278.98(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
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 4,489 restricted stock units which will vest on the earlier of (i) May 1, 2027 or (ii) the date of the next annual meeting of Smurfit Westrock plc's stockholders and and 27,601.98 fully vested restricted stock units that will be settled in ordinary shares following the Reporting Person's cessation of service as a member of the Issuer's board of directors in accordance with the terms of the WestRock Company 2016 Deferred Compensation Plan for Non-Employee Directors.
Remarks:
/s/ Ciara O'Riordan, attorney-in-fact for Colleen F. Arnold06/12/2026
** 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 Colleen F. Arnold?

Smurfit Westrock reported that director Colleen F. Arnold received 367.844 additional restricted stock units as a non-cash grant. These units accrued as dividend equivalents tied to a quarterly dividend of $0.4523 per ordinary share and follow the same terms as her underlying award.

How many Smurfit Westrock shares does Colleen F. Arnold hold after this Form 4?

After the reported grant, Colleen F. Arnold holds 36,278.980 ordinary shares, including restricted stock units. This total reflects both unvested and fully vested deferred units that will ultimately be settled in ordinary shares under existing plan arrangements.

What are the terms of the new restricted stock units reported for Smurfit Westrock (SW)?

The newly reported 367.844 restricted stock units accrued as dividend equivalents and are subject to the same terms and conditions as the original restricted stock unit award. Each unit represents the right to receive one ordinary share of Smurfit Westrock plc when settled.

When will Colleen F. Arnold’s unvested Smurfit Westrock restricted stock units vest?

Arnold’s 4,489 restricted stock units will vest on the earlier of May 1, 2027 or the date of Smurfit Westrock’s next annual stockholder meeting. This timing aligns with her service as a board member under the company’s director compensation arrangements.

What is the WestRock Company 2016 Deferred Compensation Plan for Non-Employee Directors mentioned in the Form 4?

The plan allows non-employee directors to defer settlement of vested restricted stock units. Arnold holds 27,601.98 fully vested units under this plan, which will be settled in ordinary shares after she ceases serving on Smurfit Westrock’s board of directors, according to its terms.