STOCK TITAN

SW Form 4: Director Suzan Harrison Credited 41 RSUs; Total Ownership 25,541 Shares

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

Rhea-AI Filing Summary

Suzan F. Harrison, a director of Smurfit Westrock plc (SW), reported a non-derivative acquisition on 09/18/2025 of 41 ordinary shares as restricted stock units issued as dividend equivalents in connection with the company's quarterly dividend of $0.4308 per ordinary share. The shares were issued at a reported price of $0, and following the transaction her beneficial ownership totals 25,541 ordinary shares. The filing notes that 4,323 restricted stock units included in that total will vest on the earlier of May 2, 2026 or the date of the next annual meeting. The Form 4 was signed by attorney-in-fact Ciara O'Riordan.

Positive

  • 41 restricted stock units were issued as dividend equivalents, maintaining economic parity for equity awards with the company's quarterly dividend
  • The filing discloses specific vesting terms for 4,323 RSUs, improving transparency about future potential share issuance

Negative

  • None.

Insights

TL;DR Director received 41 RSUs as dividend equivalents, modestly increasing her stake and reflecting routine equity compensation mechanics.

The transaction is a routine issuance of restricted stock units credited as dividend equivalents tied to the issuer's declared quarterly dividend of $0.4308 per share. Such accruals preserve the economic value of equity awards when dividends are paid and do not involve cash outflow by the reporting person. The disclosure is transparent about vesting: 4,323 RSUs remain subject to time- or event-based vesting (earlier of May 2, 2026 or the next annual meeting). From a governance perspective this is standard practice and not a material change to control or incentives.

TL;DR Small issuance of RSUs increases reported ownership to 25,541 shares; vesting schedule for a subset is disclosed, indicating ongoing compensation alignment.

The Form 4 reports a nominal grant of 41 RSUs credited as dividend equivalents with a $0 reported price, consistent with dividend-equivalent accrual mechanics. Total beneficial ownership after the issuance is 25,541 shares, which includes 4,323 RSUs that remain unvested until May 2, 2026 or the next annual meeting. This disclosure provides necessary clarity on dilution and vesting timing but does not indicate any exercised options, cash purchases, or large-scale insider trading activity.

Insider Harrison Suzan F.
Role Director
Type Security Shares Price Value
Grant/Award Ordinary Shares 41 $0.00 --
Holdings After Transaction: Ordinary Shares — 25,541 shares (Direct)
Footnotes (1)
  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. 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.
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*
Harrison Suzan F.

(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) 25,541(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 Suzan F. Harrison 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 Suzan F. Harrison report on Form 4 for Smurfit Westrock (SW)?

She reported an acquisition on 09/18/2025 of 41 ordinary shares issued as restricted stock units credited as dividend equivalents.

Did Suzan F. Harrison pay for the 41 shares reported on Form 4?

No purchase price is reported; the Form 4 shows a price of $0, indicating the shares were issued as dividend-equivalent RSUs.

How many shares does Suzan F. Harrison beneficially own after the reported transaction?

The filing reports total beneficial ownership of 25,541 ordinary shares following the transaction.

Are any of the reported restricted stock units unvested and when do they vest?

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

Who signed the Form 4 filing for Suzan F. Harrison?

The Form 4 is signed by attorney-in-fact Ciara O'Riordan on behalf of Suzan F. Harrison.