[Form 4] Smurfit Westrock plc Insider Trading Activity

Rhea-AI Filing Summary

Alan D. Wilson, a director of Smurfit Westrock plc (SW), received 585.991 ordinary shares on 09/18/2025 as additional restricted stock units issued as dividend equivalents in connection with the company's quarterly dividend of $0.4308 per share. After the issuance, his reported beneficial ownership totaled 62,472.977 ordinary shares, which includes 4,323 RSUs scheduled to vest on the earlier of May 2, 2026 or the next annual meeting and 56,422.977 fully vested RSUs that will be settled in ordinary shares upon his cessation of board service under the WestRock Company 2016 Deferred Compensation Plan for Non-Employee Directors. The Form 4 was signed by an attorney-in-fact on 09/22/2025.

Positive

• Additional RSUs issued as dividend equivalents, reflecting alignment of director compensation with shareholder dividends
• Beneficial ownership increased to 62,472.977 ordinary shares, improving insider alignment with shareholders
• Clear disclosure of vesting and settlement terms for restricted stock units, including scheduled vesting dates and post-service settlement

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received dividend-equivalent RSUs, modestly increasing beneficial ownership and aligning compensation with shareholder distributions.

The filing documents a non-cash issuance of 585.991 restricted stock units as dividend equivalents tied to the issuer's quarterly dividend of $0.4308 per share. The incremental units are subject to the same terms as the underlying awards. The disclosure also clarifies vesting timing for 4,323 RSUs and settlement terms for 56,422.977 vested RSUs upon cessation of board service under an existing deferred compensation plan. This is a routine director compensation adjustment rather than an open-market purchase.

Securities Analyst

TL;DR: Transaction increases reported director holdings to 62,472.977 shares via dividend-equivalent RSUs; no cash consideration was paid.

The Form 4 shows the transaction code and price of $0, indicating the issuance reflects dividend equivalents credited to existing restricted stock unit awards rather than a market transaction. The breakdown of post-transaction holdings is explicit, and the filing references the WestRock Company 2016 Deferred Compensation Plan for Non-Employee Directors for settlement terms. This disclosure is material for ownership transparency but not an earnings or operating event.

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^*

WILSON ALAN D

(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)
09/18/2025

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	09/18/2025		A		585.991	A	$0(1)	62,472.977(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 4,323 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 and 56,422.977 fully vested restricted stock units that will be settled in ordinary shares following the Reporting Person's cessation of service as a member of the Issuer's board of directors in accordance with the terms of the WestRock Company 2016 Deferred Compensation Plan for Non-Employee Directors.

Remarks:

Exhibit 24.1 Power of Attorney

	/s/ Ciara O'Riordan, attorney-in-fact for Alan D. Wilson	09/22/2025
	** 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

What transaction did Alan D. Wilson report on the Form 4 for Smurfit Westrock plc (SW)?

He reported receipt of 585.991 ordinary shares on 09/18/2025 issued as restricted stock units credited as dividend equivalents related to the quarterly dividend of $0.4308 per share.

How many shares does Alan D. Wilson beneficially own after the reported transaction?

Following the transaction he reported beneficial ownership of 62,472.977 ordinary shares.

Are any of the restricted stock units still subject to vesting?

Yes. The filing states 4,323 restricted stock units are scheduled to vest on the earlier of May 2, 2026 or the date of the next annual meeting.

What is the status of the other restricted stock units in Mr. Wilson's holdings?

The filing discloses 56,422.977 fully vested restricted stock units that will be settled in ordinary shares following the Reporting Person's cessation of board service under the WestRock Company 2016 Deferred Compensation Plan for Non-Employee Directors.

Did Mr. Wilson pay cash for the reported shares?

No. The Form 4 shows a price of $0, reflecting that the units were issued as dividend equivalents rather than purchased in the market.