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[Form 4] Smurfit Westrock plc Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4
Rhea-AI Filing Summary

Terrell K. Crews, a director of Smurfit Westrock plc (SW), reported an acquisition of ordinary shares on 09/18/2025 arising from restricted stock units credited as dividend equivalents in connection with the issuer's quarterly dividend of $0.4308 per share. The report shows 41 additional restricted stock units were granted at no cash cost, each representing the right to one ordinary share. After the transaction, Mr. Crews beneficially owns 32,384 shares directly and 22,635 shares indirectly (held in trust). The filing notes 4,323 restricted stock units that will vest on the earlier of May 2, 2026 or the next annual meeting, and that the additional units carry the same terms as the underlying awards.

Positive
  • Dividend equivalents credited as RSUs increased insider alignment with shareholders without cash outlay
  • Full Section 16 disclosure with explicit beneficial ownership and vesting details enhances transparency
Negative
  • None.

Insights

TL;DR: Small, non-cash RSU accrual from dividend equivalents increased insider holdings modestly; no cash outlay and no change to control.

The reported transaction is an administrative grant of 41 restricted stock units credited as dividend equivalents tied to Smurfit Westrock's quarterly dividend of $0.4308 per share. This is non-cash compensation that increases the director's beneficial position to 32,384 direct shares and 22,635 indirect shares. The filing discloses 4,323 RSUs subject to vesting by May 2, 2026 or the next annual meeting. From an investor-impact perspective, the event is routine and immaterial to valuation or control.

TL;DR: The Form 4 reflects standard equity compensation mechanics and transparent Section 16 reporting; nothing suggests governance or policy changes.

The disclosure indicates dividend equivalents were paid in the form of additional restricted stock units that follow the same terms as underlying awards. The reporting person is identified as a director and the filing shows both direct and indirect holdings, including 4,323 RSUs with a clear vesting trigger. The filing includes a power of attorney signature, consistent with procedural compliance. No departures from established equity plan mechanics are evident.

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*
CREWS TERRELL K

(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) 32,384(2) D
Ordinary Shares 22,635 I Shares held in Trust
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 Terrell K. Crews 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 transaction did Terrell K. Crews report for Smurfit Westrock (SW)?

He reported the acquisition of 41 restricted stock units on 09/18/2025, credited as dividend equivalents tied to the company's quarterly dividend.

How many shares does Terrell K. Crews beneficially own after the reported transaction?

Following the transaction he beneficially owns 32,384 shares directly and 22,635 shares indirectly (held in trust).

What was the dividend per share that generated the RSU accrual?

The filing states the issuer paid a quarterly dividend of $0.4308 per ordinary share, which generated the additional RSUs.

Are any of the restricted stock units subject to vesting?

Yes, the filing discloses 4,323 restricted stock units that will vest on the earlier of May 2, 2026 or the date of the next annual meeting.

Was there any cash paid for the shares acquired by Terrell K. Crews?

No cash was paid; the 41 RSUs were credited at $0 as dividend equivalents and each unit represents the right to one ordinary share.
Smurfit WestRock PLC

NYSE:SW

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17.12B
519.66M
0.48%
91.4%
3.67%
Packaging & Containers
Paperboard Containers & Boxes
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Ireland
DUBLIN 4