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Form 4: Kaisa Hietala adds 41 RSUs as dividend equivalents at Smurfit Westrock

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

Rhea-AI Filing Summary

Smurfit Westrock plc director Kaisa Hietala received 41 ordinary shares on 09/18/2025 through the accrual of restricted stock units as dividend equivalents tied to the company's quarterly dividend of $0.4308 per share. After the transaction she beneficially owns 7,602 ordinary shares, which includes 4,323 restricted stock units scheduled to vest on the earlier of May 2, 2026 or the next annual shareholders meeting. The additional RSUs carry the same terms as the underlying awards. The Form 4 was signed by an attorney-in-fact on her behalf.

Positive

  • Dividend equivalents converted to 41 additional restricted stock units, increasing the director's stake
  • Includes 4,323 RSUs that will vest by May 2, 2026 or at the next annual meeting, providing alignment with shareholders

Negative

  • None.

Insights

TL;DR Director received dividend-equivalent RSUs adding modestly to ownership; routine and non-dilutive to current shareholders.

The filing documents a common corporate practice where dividend payments are credited as additional restricted stock units under existing awards. The 41-share accrual is immaterial relative to total outstanding stock and reflects compensation mechanics rather than a cash purchase or sale. The inclusion of 4,323 RSUs vesting by May 2, 2026 highlights future potential dilution when vesting occurs, but no exercise price or derivative transactions are reported here.

TL;DR Routine insider reporting of dividend-equivalent RSUs; governance controls appear followed with attorney-in-fact signature.

The Form 4 shows compliance with Section 16 reporting for a director-level reporting person. The use of dividend equivalents to increase RSU counts is consistent with award terms and the signature by an attorney-in-fact indicates use of delegated execution authority. There are no unusual transaction codes, amendments, or indications of compensation policy changes in this filing.

Insider Hietala Kaisa
Role Director
Type Security Shares Price Value
Grant/Award Ordinary Shares 41 $0.00 --
Holdings After Transaction: Ordinary Shares — 7,602 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.
Form 4 Insider Transactions: What Each Field Means →
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*
Hietala Kaisa
(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) 7,602(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 Kaisa Hietala 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.

Source: View Original Filing on SEC EDGAR

FAQ

What transaction is reported for Smurfit Westrock (SW)?

The Form 4 reports the accrual of 41 ordinary shares on 09/18/2025 as restricted stock units credited as dividend equivalents.

How many shares does Kaisa Hietala beneficially own after the transaction?

She beneficially owns 7,602 ordinary shares following the reported transaction.

What dividend triggered the RSU accrual?

The accrual resulted from the issuer's quarterly dividend of $0.4308 per ordinary share.

Are there any unvested awards disclosed?

Yes; the filing states there are 4,323 restricted stock units that will vest on the earlier of May 2, 2026 or the next annual meeting.

Was the Form 4 signed by the reporting person?

The Form 4 was signed by Ciara O'Riordan, attorney-in-fact for Kaisa Hietala, dated 09/22/2025.