[Form 4] Smurfit Westrock plc Insider Trading Activity

Rhea-AI Filing Summary

Smurfit Westrock plc (SW) filed a Form 4 detailing a routine insider transaction. Director Irial Finan acquired 67 ordinary shares on 18 June 2025. The shares were issued at $0 cost as dividend-equivalent restricted stock units (RSUs) that automatically accrue when the company pays its quarterly dividend of $0.4308 per share.

Following the accrual, Finan’s total beneficial ownership rose to 54,960 ordinary shares, which already includes 6,729 unvested RSUs scheduled to vest on the earlier of 2 May 2026 or the next annual meeting.

The filing reflects an automatic, non-cash adjustment rather than an open-market purchase or sale, and does not materially alter the company’s share count or control structure. No other derivative transactions were reported, and there is no indication of significant insider sentiment change.

Insights

Securities Analyst

TL;DR – Routine RSU dividend accrual; negligible financial or sentiment impact.

This Form 4 shows Irial Finan receiving 67 additional shares as dividend equivalents attached to previously granted RSUs. Because the shares cost $0 and represent less than 0.0001% of Smurfit Westrock’s outstanding float, the event is immaterial from both liquidity and valuation perspectives. It does, however, maintain ongoing equity alignment for the director without signaling buying or selling pressure. Given its automatic nature, I view the disclosure as procedural.

Corporate Governance Expert

TL;DR – Governance-neutral filing; simply updates director equity alignment.

The transaction stems from the board-approved dividend-equivalent feature embedded in Smurfit Westrock’s equity plan. Such features are standard across large-cap issuers to keep executives whole on dividends. Ownership now at 54,960 shares—of which 12% are unvested—remains modest and well below thresholds that would raise control or independence concerns. No red flags on timing, pricing, or compliance: the filing landed within the two-business-day window and includes Rule 10b5-1 checkbox. Overall, a clean governance update with no strategic implication.

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^*

Finan Irial

(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		67	A	$0(1)	54,960(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 6,729 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.

	/s/ Ciara O'Riordan, attorney-in-fact pursuant for Irial Finan	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 Irial Finan acquire?

Finan acquired 67 ordinary shares on 18 June 2025 via dividend-equivalent RSUs.

What was the purchase price of the shares reported on the Form 4?

The shares were issued at $0 because they are dividend equivalents, not open-market purchases.

What is Irial Finan’s total beneficial ownership after the transaction?

After the accrual, Finan beneficially owns 54,960 ordinary shares of Smurfit Westrock.

When will the 6,729 unvested RSUs held by Irial Finan vest?

They vest on the earlier of 2 May 2026 or the next annual meeting of Smurfit Westrock shareholders.

Does this Form 4 indicate insider buying sentiment for SW?

No. The filing reflects an automatic dividend-equivalent adjustment, not an elective market purchase.