Smurfit Westrock director adds 43 shares via RSU dividend equivalents

Smurfit Westrock (NYSE:SW) submitted a routine Form 4 disclosing a minor insider transaction by director Timothy J. Bernlohr.

Accepted by SEC EDGAR 06/23/2025 - 03:00 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Smurfit Westrock (NYSE:SW) submitted a routine Form 4 disclosing a minor insider transaction by director Timothy J. Bernlohr. On June 18 2025 he automatically acquired 43 ordinary shares at $0 cost as dividend-equivalent restricted stock units granted under the company’s equity plan. Following the grant, Bernlohr now beneficially owns 55,065 shares, which includes 4,282 RSUs scheduled to vest on the earlier of May 2 2026 or the next annual shareholder meeting. No share sales or additional cash purchases were reported, and the filing contains no other material changes.

Insider Trade Summary

Grant/Award: 43 shares

Grant/Award 1 txn

Insider BERNLOHR TIMOTHY J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Ordinary Shares	43	$0.00	$0.00

Holdings After Transaction: Ordinary Shares — 55,065 shares (Direct)

Holdings Before and After: Ordinary Shares, 55,022 to 55,065 shares (Direct)

Footnotes (2)

1. F1. 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. F2. Includes 4,282 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Smurfit Westrock shares did director Timothy J. Bernlohr acquire on June 18 2025?

He acquired 43 ordinary shares through dividend-equivalent restricted stock units.

What is Timothy J. Bernlohr's total beneficial ownership after the reported transaction?

The Form 4 states he now beneficially owns 55,065 shares, including 4,282 unvested RSUs.

Were any shares sold by the director in this Form 4 filing?

No. The filing only reports an acquisition; no dispositions were disclosed.

At what price were the shares acquired?

The 43 shares were received at $0 cost as dividend-equivalent adjustments to existing RSUs.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

BERNLOHR TIMOTHY 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
	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		43	A	$0(1)	55,065(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 4,282 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 Timothy J. Bernlohr	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.