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[Form 4] Smurfit Westrock plc Insider Trading Activity

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

Smurfit Westrock plc (SW) – Form 4 insider filing

Director Suzan F. Harrison reported a small automatic acquisition of 43 ordinary shares on 18 June 2025. The shares represent dividend-equivalent restricted stock units (RSUs) that accrued in line with the company’s quarterly dividend of $0.4308 per share. Each RSU converts into one ordinary share on vesting and carries no purchase price.

Following the transaction Ms. Harrison’s total direct beneficial ownership is 25,500 ordinary shares, of which 4,282 are unvested RSUs scheduled to vest on the earlier of 2 May 2026 or the next annual shareholder meeting. No sales or derivative security activity were reported.

The filing is routine, reflects a dividend-linked adjustment, and does not alter the director’s status or the company’s capital structure.

Positive
  • None.
Negative
  • None.

Insights

TL;DR: Routine dividend-equivalent RSU accrual; immaterial to valuation or insider-sentiment signals.

The acquisition of 43 shares via dividend-equivalent RSUs is mechanically tied to Smurfit Westrock’s dividend policy. It neither reflects an active purchase decision nor signals meaningful insider conviction. Post-transaction ownership of 25,500 shares (including 4,282 unvested RSUs) is broadly unchanged in economic terms. With no disposals, the filing is modestly reassuring but not material for investors assessing near-term price drivers, cash flows, or governance risk.

TL;DR: No governance red flags; standard Section 16 compliance.

The Form 4 confirms timely Section 16 reporting and proper disclosure of dividend-equivalent RSUs, aligning with best practices. Signature by attorney-in-fact indicates established power-of-attorney procedures. No indication of 10b5-1 trading plan usage was flagged, underscoring the passive nature of the adjustment. From a governance perspective, the filing is neutral—neither enhancing nor detracting from board oversight perceptions.

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*
Harrison Suzan F.

(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)
06/18/2025
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 06/18/2025 A 43 A $0(1) 25,500(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 4,282 restricted stock units which are scheduled to vest on the earlier of (i) May 2,2026 or (ii) the date of the next annual meeting of Smurfit Westrock plc's stockholders.
/s/ Ciara O'Riordan, attorney-in-fact-pursuant for Suzan F. Harrison 06/23/2025
** 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

How many Smurfit Westrock (SW) shares did director Suzan Harrison acquire?

She acquired 43 ordinary shares through dividend-equivalent RSUs.

What is Suzan Harrison’s total beneficial ownership after the transaction?

Her direct beneficial ownership is now 25,500 ordinary shares.

Were any shares sold or derivatives exercised in this Form 4?

No; only an automatic RSU accrual was reported, with no sales or derivative activity.

When will the 4,282 unvested RSUs held by Suzan Harrison vest?

They are scheduled to vest on the earlier of 2 May 2026 or the next annual shareholder meeting.
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