[Form 4] Smurfit Westrock plc Insider Trading Activity

Rhea-AI Filing Summary

MaryLynn FergusonMcHugh, a director of Smurfit Westrock plc (SW), received 41 additional restricted stock units on 09/18/2025 as dividend equivalents tied to the companys quarterly dividend of $0.4308 per ordinary share. Each restricted stock unit represents the right to one ordinary share and these units follow the same terms as the underlying awards. After the accrual, the reporting person beneficially owns 6,131 ordinary shares, which includes 4,323 restricted stock units that will vest on the earlier of May 2, 2026 or the date of the next annual meeting of stockholders. The Form 4 was signed by an attorney-in-fact on 09/22/2025.

Positive

• Dividend-equivalent RSUs credited: 41 restricted stock units were issued as dividend equivalents tied to the $0.4308 quarterly dividend
• Clear vesting disclosure: 4,323 RSUs have a defined vesting condition (earlier of May 2, 2026 or next annual meeting)
• Beneficial ownership disclosed: Reporting person beneficially owns 6,131 ordinary shares after the accrual

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine insider accrual of dividend-equivalent restricted stock units; no open-market purchase or sale reported.

The filing documents a non-cash accrual of 41 restricted stock units credited as dividend equivalents under existing awards. This is an administrative adjustment linked to the issuers declared quarterly dividend of $0.4308 per share and does not reflect a purchase or disposal of shares in the market. The reporting persons total beneficial ownership is 6,131 shares, including 4,323 RSUs with specified vesting tied to time and the next annual meeting. Impact on dilution or governance is immaterial given the small incremental size reported.

Corporate Governance Expert

TL;DR: Disclosure aligns with equity compensation practices; timing and vesting are clearly stated.

The Form 4 properly reports the issuance of dividend-equivalent restricted stock units under outstanding awards and discloses the vesting schedule for a material portion of the RSUs (4,323 units vesting on the earlier of May 2, 2026 or the next annual meeting). The form was executed by an attorney-in-fact, and an Exhibit 24.1 power of attorney is referenced, which is appropriate for filings by authorized agents. This is a routine governance/compliance disclosure with no material adverse implications.

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^*

FergusonMchugh MaryLynn

(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		41	A	$0(1)	6,131(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 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.

Remarks:

Exhibit 24.1 Power of Attorney

	/s/ Ciara O'Riordan, attorney-in-fact for MaryLynn FergusonMcHugh	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 MaryLynn FergusonMcHugh report on the Form 4 for SW?

She reported receiving 41 restricted stock units on 09/18/2025 as dividend equivalents tied to the issuers quarterly dividend.

How many shares does the reporting person beneficially own after the transaction?

6,131 ordinary shares beneficially owned following the reported accrual.

What is the dividend amount that triggered the restricted stock units?

$0.4308 per ordinary share was the quarterly dividend that generated the dividend-equivalent RSUs.

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

Yes. The filing states 4,323 RSUs will vest on the earlier of May 2, 2026 or the date of the next annual meeting of stockholders.

Was this Form 4 signed by the reporting person?

The form was signed by an attorney-in-fact, Ciara O'Riordan, on behalf of MaryLynn FergusonMcHugh on 09/22/2025.