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SW CEO Receives 1,751 RSUs and 636 Shares via Dividend Equivalents

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Anthony P.J. Smurfit, President and Group CEO and a director of Smurfit Westrock plc (SW), reported acquisitions on 09/18/2025 that increase his holdings. He received 636 ordinary shares at no cash cost and 1,751 restricted stock units (RSUs) as dividend-equivalent accruals tied to the company's quarterly dividend of $0.4308 per share. After the transactions he beneficially owns 1,570,403 ordinary shares and 181,457 RSUs. The 181,457 RSUs are scheduled to vest and be settled in two tranches: 99,376 in February 2026 and 82,081 in February 2027, while 65,858 of the total RSUs vest in three annual installments starting March 11, 2026.

Positive

  • Increased beneficial ownership: CEO now beneficially owns 1,570,403 ordinary shares and 181,457 RSUs.
  • Alignment with shareholders: RSUs issued as dividend equivalents tie executive compensation to shareholder distributions.
  • Retention-focused vesting: Majority of RSUs vest in Feb 2026 and remaining in Feb 2027, supporting long-term retention.

Negative

  • None.

Insights

TL;DR: CEO accrued shares and RSUs via dividend equivalents, modestly increasing long-term alignment with shareholders.

The filing shows the CEO received a small number of ordinary shares and RSUs as dividend equivalents rather than open-market purchases. These awards were issued at $0 consistent with the companys compensation and dividend-equivalent practice. The vesting schedule (majority in 2026 and remainder in 2027, plus separate multi-year tranches) supports retention incentives and alignment with shareholder outcomes. No dispositions or option exercises are reported, and the overall change is incremental relative to total beneficial ownership.

TL;DR: Dividend-equivalent RSUs and small share accruals are routine; vesting timelines preserve executive retention.

The transaction comprises dividend-equivalent accruals under existing restricted stock unit awards, reflecting standard plan mechanics rather than new grants or purchases. The explicit dividend amount per share ($0.4308) produced additional RSUs, increasing both immediate and future equity exposure. The disclosed vesting timetable stages settlement across 2026and 2027, which is typical for performance/retention designs and limits immediate liquidity events for the executive.

Insider SMURFIT ANTHONY P J
Role President and Group CEO
Type Security Shares Price Value
Grant/Award Restricted Stock Units (PSP) 1,751 $0.00 --
Grant/Award Ordinary Shares 636 $0.00 --
Holdings After Transaction: Restricted Stock Units (PSP) — 181,457 shares (Direct); Ordinary Shares — 1,570,403 shares (Direct)
Footnotes (1)
  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. Includes 65,858 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. The 181,457 restricted stock units vest and are settled as follows:(i) 99,376 restricted stock units in February 2026, (ii) and 82,081 restricted stock units in February 2027.
Form 4 Insider Transactions: What Each Field Means →
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*
SMURFIT ANTHONY P J
(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
X Officer (give title below) Other (specify below)
President and Group CEO
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 636 A $0(1) 1,570,403(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) 09/18/2025 A 1,751 (3) (3) Ordinary Shares 1,751 $0 181,457 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 65,858 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 181,457 restricted stock units vest and are settled as follows:(i) 99,376 restricted stock units in February 2026, (ii) and 82,081 restricted stock units in February 2027.
Remarks:
Exhibit 24.1 - Power of attorney
/s/ Ciara O'Riordan, attorney-in-fact for Anthony PJ Smurfit 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Smurfit Westrock (SW) CEO Anthony P.J. Smurfit acquire on 09/18/2025?

He received 636 ordinary shares and 1,751 restricted stock units (RSUs) as dividend-equivalent accruals.

How many total shares and RSUs does the reporting person own after the Form 4?

He beneficially owns 1,570,403 ordinary shares and 181,457 RSUs following the transactions.

Why were RSUs issued at $0 on this Form 4 for SW?

The RSUs were issued as dividend equivalents under existing restricted stock unit awards, granted at no cash cost.

What is the vesting schedule for the 181,457 RSUs?

They vest and settle as 99,376 in February 2026 and 82,081 in February 2027; an additional 65,858 RSUs vest in three equal annual installments starting March 11, 2026.

Was this Form 4 filed jointly or by one reporting person?

The form was filed by one reporting person.