Smurfit Westrock (SW) CFO Ken Bowles reports RSU awards and tax share withholding

Rhea-AI Filing Summary

Smurfit Westrock plc Executive VP and Group CFO Ken Bowles reported routine equity compensation activity and related tax withholding. He received 489 restricted stock units linked to dividend equivalents, each convertible into one ordinary share, and a separate grant of 225 ordinary shares at no cost.

To cover tax obligations from these vesting dividend equivalents, 39 ordinary shares were withheld at a price of $38.58 per share. Following these transactions, Bowles directly holds 173,660 ordinary shares and 42,280 restricted stock units that are scheduled to vest and settle in February 2027.

Insights

Equity compensation and governance analyst

Routine equity awards and tax withholding with modest scale and neutral signal.

Ken Bowles, Executive VP and Group CFO of Smurfit Westrock plc, recorded standard equity compensation movements. He received 489 restricted stock units as dividend-equivalent accruals and 225 ordinary shares, both classified as grants or awards rather than open-market purchases.

A separate F-code transaction shows 39 ordinary shares withheld at $38.58 to satisfy tax obligations tied to vesting dividend equivalents, not a discretionary sale. After these changes, he holds 173,660 ordinary shares and 42,280 restricted stock units vesting in February 2027, indicating these are ongoing compensation-related positions rather than a major change in exposure.

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

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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^*

Bowles Ken

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive VP and Group CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2026

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	03/18/2026		A(1)		225	A	$0	173,699	D
Ordinary Shares	03/19/2026		F(2)		39	D	$38.58	173,660	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)	$0(1)	03/18/2026		A		489		(3)	(3)	Ordinary Shares	489	$0	42,280	D

Explanation of Responses:

1. In accordance with the terms of the restricted stock unit award, additional restricted stock units accrued as dividend equivalents in connection with the Issuer's payment of a quarterly dividend of $0.4523 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. Reflects ordinary shares of Smurfit Westrock plc withheld to satisfy the reporting person's tax withholding obligation upon the vesting and settlement of dividend equivalents, which accrued on 18 March 2026. Since these dividend equivalents were associated with restricted stock units that vested and settled on 12 March 2026, the dividend equivalents immediately vested and settled on 19 March 2026 in accordance with the terms of the associated restricted stock unit award.

3. The 42,280 restricted stock units vest and are due to be settled in February 2027.

Remarks:

	/s/ Ciara O'Riordan (attorney-in-fact for Ken Bowles)	03/20/2026
	** 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 did Smurfit Westrock (SW) executive Ken Bowles report in this Form 4?

Ken Bowles reported routine equity compensation changes, including grants of restricted stock units and ordinary shares, plus a small share withholding for taxes. These entries reflect compensation vesting and dividend-equivalent accruals rather than open-market buying or selling activity.

How many restricted stock units did Ken Bowles receive in the latest Smurfit Westrock Form 4?

He received 489 restricted stock units that accrued as dividend equivalents on a quarterly dividend of $0.4523 per ordinary share. Each unit represents one ordinary share and is subject to the same terms and conditions as the underlying restricted stock unit award.

Why were 39 Smurfit Westrock ordinary shares withheld from Ken Bowles?

Smurfit Westrock withheld 39 ordinary shares to satisfy Ken Bowles’ tax withholding obligation upon vesting and settlement of dividend equivalents. These dividend equivalents were tied to restricted stock units that vested earlier and settled immediately under the award’s terms.

What are Ken Bowles’ current Smurfit Westrock share and RSU holdings after these transactions?

After the reported transactions, Ken Bowles directly holds 173,660 ordinary shares of Smurfit Westrock plc. He also holds 42,280 restricted stock units, which are scheduled to vest and be settled in ordinary shares in February 2027, subject to award terms.

When do Ken Bowles’ reported Smurfit Westrock restricted stock units vest and settle?

The 42,280 restricted stock units held by Ken Bowles are due to vest and be settled in ordinary shares in February 2027. These units include the additional 489 dividend-equivalent units and follow the same terms and conditions as the original award.

Does this Smurfit Westrock Form 4 show Ken Bowles buying or selling shares on the market?

The Form 4 does not show open-market buys or sells. It records equity compensation grants and a tax-withholding disposition, where 39 shares were withheld at $38.58 each to cover taxes, rather than voluntarily sold into the market.