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Smurfit Westrock (SW) director Colleen Arnold reports RSU grant and tax withholding

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

Rhea-AI Filing Summary

Smurfit Westrock plc director Colleen F. Arnold reported routine equity compensation activity involving restricted stock units (RSUs) and related tax withholding.

On May 1, 2026, she was granted 4,438 RSUs, each representing a contingent right to receive one ordinary share. These RSUs vest on the earlier of the first anniversary of the grant date or the date of the company’s next annual stockholder meeting.

The filing also shows 2,123 ordinary shares were withheld to satisfy her tax obligation upon vesting and settlement of RSUs, a non–open-market, tax-withholding disposition. Following these transactions, she directly holds 38,034.136 ordinary shares, which includes 27,285.136 fully vested RSUs that will be settled in ordinary shares after she ceases serving on the board under the WestRock Company 2016 Deferred Compensation Plan for Non-Employee Directors.

Positive

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Insider Arnold Colleen F.
Role null
Type Security Shares Price Value
Grant/Award Ordinary Shares 4,438 $0.00 --
Tax Withholding Ordinary Shares 2,123 $38.39 $82K
Holdings After Transaction: Ordinary Shares — 38,034.136 shares (Direct, null)
Footnotes (1)
  1. On May 1st, 2026, the Reporting Person was granted 4,438 restricted stock units (RSUs). Each RSU represents a contingent right to receive one ordinary share. The RSUs are scheduled to vest on the earlier of (i) the first anniversary of the date of grant of the RSU or (ii) the date of the next annual meeting of Smurfit Westrock plc's stockholders. Includes 27,285.136 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. Reflects ordinary shares of Smurfit Westrock plc withheld to satisfy the Reporting Person's tax withholding obligation upon vesting and settlement of RSUs.
RSUs granted 4,438 RSUs Grant to Colleen F. Arnold on May 1, 2026
Shares withheld for taxes 2,123 ordinary shares Withheld upon RSU vesting and settlement
Total holdings after transactions 38,034.136 ordinary shares Direct holdings following May 1, 2026 transactions
Fully vested deferred RSUs 27,285.136 RSUs To be settled in shares after board service ends
Tax-withholding RSU transactions 1 transaction, 2,123 shares Code F disposition for tax obligations
restricted stock units (RSUs) financial
"the Reporting Person was granted 4,438 restricted stock units (RSUs). Each RSU represents a contingent right"
Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.
tax withholding obligation financial
"withheld to satisfy the Reporting Person's tax withholding obligation upon vesting and settlement of RSUs"
vest financial
"The RSUs are scheduled to vest on the earlier of (i) the first anniversary"
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.
Deferred Compensation Plan financial
"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.
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)
05/01/2026
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 Shares05/01/2026A4,438(1)A$038,034.136(2)D
Ordinary Shares05/01/2026F2,123(3)D$38.3935,911.136(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. On May 1st, 2026, the Reporting Person was granted 4,438 restricted stock units (RSUs). Each RSU represents a contingent right to receive one ordinary share. The RSUs are scheduled to vest on the earlier of (i) the first anniversary of the date of grant of the RSU or (ii) the date of the next annual meeting of Smurfit Westrock plc's stockholders.
2. Includes 27,285.136 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.
3. Reflects ordinary shares of Smurfit Westrock plc withheld to satisfy the Reporting Person's tax withholding obligation upon vesting and settlement of RSUs.
Remarks:
/s/ Ciara O'Riordan, attorney-in-fact for Colleen F. Arnold05/05/2026
** 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)

FAQ

What insider transactions did SW director Colleen F. Arnold report?

Colleen F. Arnold reported an RSU grant and related tax withholding. She received 4,438 restricted stock units and had 2,123 ordinary shares withheld to cover tax obligations on vested RSUs, all as routine compensation-related activity rather than open-market trading.

How many Smurfit Westrock (SW) shares does Colleen F. Arnold hold after these transactions?

After the reported transactions, Colleen F. Arnold directly holds 38,034.136 ordinary shares. This total includes 27,285.136 fully vested restricted stock units that will be settled in ordinary shares once her service on the Smurfit Westrock board of directors ends.

What are the terms of the 4,438 RSUs granted to SW director Colleen F. Arnold?

Arnold’s 4,438 restricted stock units each represent a contingent right to one ordinary share. The RSUs are scheduled to vest on the earlier of the first anniversary of the May 1, 2026 grant date or the date of Smurfit Westrock plc’s next annual stockholder meeting.

Was Colleen F. Arnold’s Form 4 for Smurfit Westrock a stock sale?

The Form 4 does not report an open-market stock sale. It shows 2,123 ordinary shares withheld to satisfy tax obligations upon RSU vesting, plus a grant of 4,438 restricted stock units, both standard elements of equity-based director compensation.

How are Arnold’s vested RSUs at Smurfit Westrock (SW) settled in shares?

Arnold holds 27,285.136 fully vested RSUs that will be settled in ordinary shares only after she stops serving on the board. This deferred settlement follows the terms of the WestRock Company 2016 Deferred Compensation Plan for Non-Employee Directors described in the filing.