Smurfit Westrock (SW) exec gets RSU dividend units and tax withholding

Rhea-AI Filing Summary

Smurfit Westrock plc executive Saverio Mayer reported routine equity compensation and related tax withholding. He received 431 additional restricted stock units as dividend equivalents tied to a quarterly dividend of $0.4523 per ordinary share, bringing his restricted stock unit balance to 37,219 units that vest and settle in February 2027. He was also granted 190 ordinary shares at no cost. To cover tax obligations on recently settled dividend equivalents, 28 ordinary shares were withheld, leaving him with 240,990 ordinary shares held directly.

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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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)

UNITED STATES

(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)
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)		190	A	$0	241,018	D
Ordinary Shares	03/19/2026		F(2)		28	D	$38.58	240,990	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		431		(3)	(3)	Ordinary Shares	431	$0	37,219	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 37,219 restricted stock units vest and are due to be settled in February 2027

Remarks:

President and Chief Executive Officer, Europe, MEA and APAC

	/s/ Ciara O'Riordan (attorney-in-fact for Saverio Mayer)	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 insider transactions did Saverio Mayer report for Smurfit Westrock (SW)?

Saverio Mayer reported routine equity compensation and related tax withholding. He received 431 additional restricted stock units as dividend equivalents, 190 ordinary shares as a grant, and had 28 ordinary shares withheld to satisfy tax obligations on recently settled dividend equivalents.

How many Smurfit Westrock (SW) restricted stock units does Saverio Mayer now hold?

After these transactions, Saverio Mayer holds 37,219 restricted stock units. These units include 431 new units that accrued as dividend equivalents and are scheduled to vest and be settled in February 2027, each convertible into one ordinary share upon settlement.

What was the purpose of the 28 Smurfit Westrock (SW) shares disposed of?

The 28 ordinary shares were withheld to satisfy Saverio Mayer’s tax withholding obligation. This tax-withholding disposition occurred when dividend-equivalent restricted stock units, linked to earlier-vested awards, vested and settled in accordance with the award’s terms.

When do Saverio Mayer’s new Smurfit Westrock (SW) restricted stock units vest?

The 37,219 restricted stock units, including 431 units accrued as dividend equivalents, vest and are due to be settled in February 2027. Upon settlement, each restricted stock unit entitles him to receive one ordinary share of Smurfit Westrock plc.

How many Smurfit Westrock (SW) ordinary shares does Saverio Mayer hold after these transactions?

Following the grant and tax-withholding disposition, Saverio Mayer directly holds 240,990 ordinary shares. This figure reflects the 190-share grant at no cost and the withholding of 28 shares to cover tax obligations on the vested dividend-equivalent units.

Why did Saverio Mayer receive 431 additional Smurfit Westrock (SW) restricted stock units?

The 431 additional restricted stock units accrued as dividend equivalents in connection with Smurfit Westrock’s quarterly dividend of $0.4523 per ordinary share. These units carry the same terms and conditions as the underlying restricted stock unit award.