[Form 4] Smurfit Westrock plc Insider Trading Activity

Rhea-AI Filing Summary

Smurfit Westrock plc (SW) – Form 4 insider filing dated 18 June 2025. President & Group CEO Anthony P J Smurfit reported modest equity awards with no share disposals. He acquired 656 ordinary shares at a stated price of $0, lifting his directly held stake to 1,569,767 shares. He also received 1,807 Performance Share Plan restricted stock units (RSUs), taking total derivative holdings to 179,706 RSUs.

The RSU increase reflects dividend-equivalent accruals linked to the company’s $0.4308 quarterly dividend. Footnotes note that (i) 65,222 existing RSUs will vest in three equal tranches starting 11 March 2026, and (ii) the 179,706-unit PSP grant will settle 98,417 units in February 2026 and 81,289 units in February 2027. All awards were granted at nil cost, indicating compensation-related issuance rather than open-market purchase.

No sales occurred and the ownership change is immaterial versus both the CEO’s existing holdings and the company’s outstanding share count. While incremental insider accumulation can be viewed as alignment with shareholders, the transaction size is too small to carry meaningful valuation implications on its own.

Insights

Securities Analyst

TL;DR: Minor Form 4 shows CEO adds 656 shares and 1,807 RSUs; no sales, negligible market impact.

The filing is routine compensation-related. The additional 656 ordinary shares and 1,807 RSUs represent less than 0.05 % of outstanding shares and do not alter insider ownership meaningfully. No sale signals continue, which is modestly constructive, but the quantities are too small to influence valuation or liquidity. Vesting schedules extend into 2026–2027, so dilution, if any, is already embedded in share-based compensation forecasts. Overall, the disclosure is neutral for investors.

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
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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^*

SMURFIT ANTHONY P J

(Last) (First) (Middle)

BEECH HILL

CLONSKEAGH

(Street)

DUBLIN 4 L2 D04N2R2

(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
X	Officer (give title below)		Other (specify below)
	President and Group CEO

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		656	A	$0(1)	1,569,767(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
Restricted Stock Units (PSP)	(1)	06/18/2025		A		1,807		(3)	(3)	Ordinary Shares	1,807	$0	179,706	D

Explanation of Responses:

1. In accordance with the terms of the applicable outstanding restricted stock unit award, 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 65,222 restricted stock units which are scheduled to vest in three equal annual installments beginning on March 11, 2026, the first anniversary of the grant date.

3. The 179,706 restricted stock units vest and are settled as follows:(i) 98,417 restricted stock units in February 2026, (ii) and 81,289 restricted stock units in February 2027.

	/s/ Ciara O'Riordan, attorney-in-fact for Anthony P J Smurfit	06/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How many ordinary shares did SW CEO Anthony P J Smurfit acquire on 18 June 2025?

He acquired 656 ordinary shares at a reported price of $0.

What is Anthony P J Smurfit’s total direct shareholding after the Form 4 transaction?

His direct beneficial ownership increased to 1,569,767 ordinary shares.

How many restricted stock units were granted and when do they vest?

He received 1,807 new RSUs; 98,417 RSUs vest in February 2026 and 81,289 RSUs vest in February 2027.

Did the Form 4 report any sale of Smurfit Westrock shares by the CEO?

No. The filing records only acquisitions; there were no disposals.

What dividend amount triggered the dividend-equivalent RSU accrual?

The accrual relates to the company’s $0.4308 per ordinary share quarterly dividend.