Dividend-equivalent RSUs lift Smurfit Westrock (SW) officer stake

Rhea-AI Filing Summary

Smurfit Westrock plc officer Saverio Mayer received 253 additional restricted stock units as a stock-based award. The grant accrued as dividend equivalents tied to a quarterly dividend of $0.4523 per ordinary share and carries no cash exercise price.

Following this award, Mayer directly holds 241,243 ordinary shares, including 32,263 restricted stock units. Each restricted stock unit represents the right to receive one ordinary share and is scheduled to vest in three equal annual installments, starting on the first anniversary of the grant date.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Mayer Saverio

Role See remarks

Type	Security	Shares	Price	Value
Grant/Award	Ordinary Shares	253	$0.00	--

Holdings After Transaction: Ordinary Shares — 241,243 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 based on the Issuer's quarterly dividend of $0.4523 per ordinary share, with such accrual determined as of the dividend record date. 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 32,263 restricted stock unit awards. Each restricted stock unit represents a contingent right to receive one ordinary share. The RSUs are scheduled to vest in three equal annual installments beginning on the first anniversary of the grant date.

Key Figures

RSUs granted: 253 restricted stock units Quarterly dividend: $0.4523 per ordinary share Shares after transaction: 241,243 ordinary shares +2 more

5 metrics

RSUs granted 253 restricted stock units Dividend-equivalent award on ordinary shares

Quarterly dividend $0.4523 per ordinary share Basis for dividend-equivalent RSU accrual

Shares after transaction 241,243 ordinary shares Direct holdings following RSU award

RSUs outstanding 32,263 restricted stock units Included within direct holdings after transaction

Vesting schedule Three equal annual installments RSUs vesting beginning on first grant anniversary

Key Terms

restricted stock unit, dividend equivalents, vest, ordinary share

4 terms

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 based on the Issuer's quarterly dividend of $0.4523 per ordinary share"

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.

vest financial

"The RSUs are scheduled to vest in three equal annual installments beginning on the first anniversary of the grant date"

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.

ordinary share financial

"Each restricted stock unit represents the right to receive one ordinary share"

An ordinary share is a unit of ownership in a company that gives the holder a stake in its profits and usually the right to vote on key decisions. Think of it like a slice of a pizza where each slice entitles you to a portion of what’s left after bills are paid; value can rise or fall with the business and may pay dividends, so it matters to investors for income, growth and control.

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^*

Mayer Saverio

(Last) (First) (Middle)

BEECH HILL, CLONSKEAGH

(Street)

DUBLIN 4 D04 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See remarks

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	05/15/2026		A		253	A	$0(1)	241,243(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 the restricted stock unit award, additional restricted stock units accrued as dividend equivalents based on the Issuer's quarterly dividend of $0.4523 per ordinary share, with such accrual determined as of the dividend record date. 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 32,263 restricted stock unit awards. Each restricted stock unit represents a contingent right to receive one ordinary share. The RSUs are scheduled to vest in three equal annual installments beginning on the first anniversary of the grant date.

Remarks:

President and Chief Executive Officer, Europe, MEA and APAC

	/s/ Ciara O'Riordan (attorney-in-fact for Saverio Mayer)	05/19/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Smurfit Westrock (SW) report for Saverio Mayer?

Smurfit Westrock officer Saverio Mayer received 253 additional restricted stock units as a stock-based award. These units accrued as dividend equivalents linked to the company’s quarterly dividend and increase his overall equity-based holdings in the company.

How many Smurfit Westrock shares does Saverio Mayer hold after this Form 4?

After the reported award, Saverio Mayer directly holds 241,243 ordinary shares of Smurfit Westrock. This total includes existing holdings plus restricted stock units that each represent the right to receive one ordinary share upon vesting under their terms.

What are the terms of Saverio Mayer’s restricted stock units in Smurfit Westrock (SW)?

Mayer’s holdings include 32,263 restricted stock units, each representing a contingent right to one ordinary share. These RSUs are scheduled to vest in three equal annual installments, beginning on the first anniversary of the original grant date, subject to the award’s standard conditions.

Why did Saverio Mayer receive 253 additional RSUs from Smurfit Westrock?

The 253 additional restricted stock units accrued as dividend equivalents based on Smurfit Westrock’s quarterly dividend of $0.4523 per ordinary share. Such dividend-equivalent RSUs follow the same terms and conditions as the underlying restricted stock unit award already held.

Does the Form 4 show a market purchase or sale by Saverio Mayer of Smurfit Westrock stock?

The reported transaction reflects a grant or award acquisition of 253 restricted stock units at a price of $0.00 per unit. It does not disclose an open-market purchase or sale but rather additional stock-based compensation credited as dividend equivalents.