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Smurfit Westrock (SW) director gets 4,438 RSUs and has shares withheld for taxes

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

Rhea-AI Filing Summary

Smurfit Westrock plc director Alan D. Wilson reported routine equity compensation activity involving ordinary shares. He received 4,438 restricted stock units (RSUs) on May 1, 2026, each representing one ordinary share, scheduled to vest on the earlier of the first anniversary of grant or the next annual stockholder meeting.

On the same date, 2,123 ordinary shares were withheld to satisfy his tax obligations upon vesting and settlement of RSUs, a non-market disposition. Following these transactions, he directly holds 68,308.23 ordinary shares, including 57,721.23 fully vested RSUs deferred until he leaves the board.

Positive

  • None.

Negative

  • None.
Insider WILSON ALAN D
Role null
Type Security Shares Price Value
Grant/Award Ordinary Shares 4,438 $0.00 --
Tax Withholding Ordinary Shares 2,123 $38.39 $82K
Holdings After Transaction: Ordinary Shares — 68,308.23 shares (Direct, null)
Footnotes (1)
  1. On May 1st, 2026, the Reporting Person was granted 4,438 restricted stock units (RSUs). Each RSU represents a contingent right to receive one ordinary share. The RSUs are scheduled to vest on the earlier of (i) the first anniversary of the date of grant of the RSU or (ii) the date of the next annual meeting of Smurfit Westrock plc's stockholders. Includes 57,721.23 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. Reflects ordinary shares of Smurfit Westrock plc withheld to satisfy the Reporting Person's tax withholding obligation upon vesting and settlement of RSUs.
RSU grant 4,438 units Restricted stock units granted on May 1, 2026
Tax withholding shares 2,123 shares Ordinary shares withheld to cover tax on RSU vesting
Tax withholding reference price $38.39 per share Price per share used for tax-withholding disposition
Total shares after award 68,308.23 shares Ordinary shares held directly following RSU grant and withholding
Deferred vested RSUs 57,721.23 units Fully vested RSUs to be settled after board service ends
restricted stock units (RSUs) financial
"the Reporting Person was granted 4,438 restricted stock units (RSUs)."
Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.
tax withholding obligation financial
"withheld to satisfy the Reporting Person's tax withholding obligation upon vesting"
contingent right financial
"Each RSU represents a contingent right to receive one ordinary share."
Deferred Compensation Plan for Non-Employee Directors financial
"in accordance with the terms of the WestRock Company 2016 Deferred Compensation Plan for Non-Employee Directors."
ordinary shares financial
"Ordinary Shares"
Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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 4D04 N2R2
(City)(State)(Zip)
IRELAND
(Country)		2. Issuer Name and Ticker or Trading Symbol
Smurfit Westrock plc [ SW ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Ordinary Shares05/01/2026A4,438(1)A$068,308.23(2)D
Ordinary Shares05/01/2026F2,123(3)D$38.3966,185.23(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. On May 1st, 2026, the Reporting Person was granted 4,438 restricted stock units (RSUs). Each RSU represents a contingent right to receive one ordinary share. The RSUs are scheduled to vest on the earlier of (i) the first anniversary of the date of grant of the RSU or (ii) the date of the next annual meeting of Smurfit Westrock plc's stockholders.
2. Includes 57,721.23 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.
3. Reflects ordinary shares of Smurfit Westrock plc withheld to satisfy the Reporting Person's tax withholding obligation upon vesting and settlement of RSUs.
Remarks:
/s/ Ciara O'Riordan, attorney-in-fact-pursuant for Alan D. Wilson05/05/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Smurfit Westrock (SW) director Alan D. Wilson report?

Alan D. Wilson reported a routine equity award and related tax withholding. He received 4,438 restricted stock units and had 2,123 ordinary shares withheld to cover tax obligations tied to RSU vesting and settlement, with no open-market purchases or sales disclosed.

How many Smurfit Westrock (SW) shares does Alan D. Wilson hold after these transactions?

After these transactions, Alan D. Wilson holds 68,308.23 ordinary shares. This total includes 57,721.23 fully vested restricted stock units that will be settled in ordinary shares after he ceases board service under a deferred compensation plan.

What are the terms of Alan D. Wilson’s new restricted stock units from Smurfit Westrock (SW)?

He was granted 4,438 restricted stock units on May 1, 2026. Each RSU represents a contingent right to receive one ordinary share and is scheduled to vest on the earlier of the first anniversary of grant or the next annual meeting of Smurfit Westrock stockholders.

Was the Smurfit Westrock (SW) Form 4 transaction an open-market sale by Alan D. Wilson?

No, the disposition was for tax withholding. The 2,123 ordinary shares reported under code F were withheld to satisfy Wilson’s tax obligations upon RSU vesting and settlement, rather than being sold in open-market transactions to third-party buyers.

What is the role of deferred RSUs in Alan D. Wilson’s Smurfit Westrock (SW) holdings?

His holdings include 57,721.23 fully vested RSUs deferred under the WestRock Company 2016 Deferred Compensation Plan for Non-Employee Directors. These RSUs will be settled in ordinary shares only after he ceases serving on Smurfit Westrock’s board of directors.