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Smurfit Westrock (SW) CEO nets shares after equity award vesting

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

Rhea-AI Filing Summary

Smurfit Westrock plc President and Group CEO Anthony P. J. Smurfit, who is also a director, reported equity award vesting and related share movements. On February 13, 2026, he acquired 100,484 ordinary shares through the vesting and settlement of performance share plan awards and 23,049 ordinary shares from deferred bonus plan awards, both at an exercise price of $0.

To cover tax withholding obligations tied to these vestings, 11,060 ordinary shares were disposed of at $51.42 per share. Following these transactions, he directly beneficially owned 1,682,610 ordinary shares. An additional 1,000 ordinary shares are reported as indirectly held by his child, with Mr. Smurfit expressly disclaiming beneficial ownership of those shares.

Positive

  • None.

Negative

  • None.
Insider SMURFIT ANTHONY P J
Role President and Group CEO
Type Security Shares Price Value
Exercise Restricted Stock Units (DBP) 23,049 $0.00 $0.00
Exercise Restricted Stock Units (PSP) 100,484 $0.00 $0.00
Exercise Ordinary Shares 100,484 $0.00 $0.00
Exercise Ordinary Shares 23,049 $0.00 $0.00
Exercise Price or Tax Liability Ordinary Shares 11,060 $51.42 $569K
holding Ordinary Shares -- -- --
Holdings After Transaction: Restricted Stock Units (DBP) — 23,050 shares (Direct); Restricted Stock Units (PSP) — 82,996 shares (Direct); Ordinary Shares — 1,682,610 shares (Direct); Ordinary Shares — 1,000 shares (Indirect, See footnote)
Footnotes (5)
  1. F1. Reflects the acquisition of common stock upon vesting and settlement of performance share plan awards. Each performance share plan award represents a right to receive one ordinary share of Smurfit Westrock plc upon vesting and settlement of the applicable award.
  2. F2. Reflects the acquisition of common stock upon vesting and settlement of deferred bonus plan awards. Each deferred bonus plan award represents a right to receive one ordinary share of Smurfit Westrock plc upon vesting and settlement of the applicable award.
  3. F3. Reflects ordinary shares of Smurfit Westrock plc withheld to satisfy the reporting persons tax withholding obligation upon vesting and settlement of deferred bonus plan awards and performance share plan awards.
  4. F4. These shares are held by the Reporting Person's child who is part of the Reporting Person's household. The Reporting Person disclaims ownership of the shares held by this child, and this report is not an admission that the Reporting Person is the beneficial owner of these shares for the purposes of Section 16 or for any other purposes.
  5. F5. Reflects the vesting and settlement of deferred bonus plan awards granted on 22 September 2023 and performance share plan awards granted on 22 September 2023.

FAQ

What insider transaction did Smurfit Westrock (SW) CEO Anthony Smurfit report?
Anthony Smurfit reported vesting of equity awards that delivered ordinary shares, plus a related tax-withholding share disposition. The filing shows both performance share plan and deferred bonus plan awards settling into Smurfit Westrock plc ordinary shares on February 13, 2026.

How many Smurfit Westrock (SW) shares did the CEO receive from vested awards?
The CEO received 100,484 ordinary shares from performance share plan awards and 23,049 ordinary shares from deferred bonus plan awards. Both sets of awards vested and settled on February 13, 2026, with each award converting into one ordinary share of Smurfit Westrock plc.

Why were some Smurfit Westrock (SW) shares disposed of in this Form 4?
The filing reports 11,060 ordinary shares disposed of at $51.42 per share to satisfy tax withholding obligations. These shares were withheld in connection with the vesting and settlement of the CEO’s deferred bonus plan and performance share plan equity awards.

What is Anthony Smurfit’s Smurfit Westrock (SW) share ownership after the transactions?
After the reported transactions, Anthony Smurfit directly beneficially owned 1,682,610 ordinary shares of Smurfit Westrock plc. The filing also notes 1,000 additional shares held indirectly by his child, with an explicit disclaimer of beneficial ownership for those indirectly held shares.

How are the Smurfit Westrock (SW) CEO’s indirect shares treated in this Form 4?
The Form 4 lists 1,000 ordinary shares as indirectly held by the CEO’s child, who is part of his household. It states that Anthony Smurfit disclaims ownership of these shares and that the report is not an admission of beneficial ownership for Section 16 or other purposes.

What types of equity awards vested for Smurfit Westrock (SW) CEO Anthony Smurfit?
Two award types vested: performance share plan awards and deferred bonus plan awards granted on September 22, 2023. Each award represents a right to receive one ordinary share of Smurfit Westrock plc upon vesting and settlement, resulting in additional ordinary shares for the CEO.

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

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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 L2 D04N2R2
(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)
02/13/2026
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 02/13/2026 M(1) 100,484 A $0 1,670,621 D
Ordinary Shares 02/13/2026 M(2) 23,049 A $0 1,693,670 D
Ordinary Shares 02/13/2026 F(3) 11,060 D $51.42 1,682,610 D
Ordinary Shares 1,000 I See footnote(4)
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 (DBP) $0 02/13/2026 M 23,049 (5) (5) Ordinary Shares 23,049 $0 23,050 D
Restricted Stock Units (PSP) $0 02/13/2026 M 100,484 (5) (5) Ordinary Shares 100,484 $0 82,996 D
Explanation of Responses:
1. Reflects the acquisition of common stock upon vesting and settlement of performance share plan awards. Each performance share plan award represents a right to receive one ordinary share of Smurfit Westrock plc upon vesting and settlement of the applicable award.
2. Reflects the acquisition of common stock upon vesting and settlement of deferred bonus plan awards. Each deferred bonus plan award represents a right to receive one ordinary share of Smurfit Westrock plc upon vesting and settlement of the applicable award.
3. Reflects ordinary shares of Smurfit Westrock plc withheld to satisfy the reporting persons tax withholding obligation upon vesting and settlement of deferred bonus plan awards and performance share plan awards.
4. These shares are held by the Reporting Person's child who is part of the Reporting Person's household. The Reporting Person disclaims ownership of the shares held by this child, and this report is not an admission that the Reporting Person is the beneficial owner of these shares for the purposes of Section 16 or for any other purposes.
5. Reflects the vesting and settlement of deferred bonus plan awards granted on 22 September 2023 and performance share plan awards granted on 22 September 2023.
Remarks:
/s/ Ciara O'Riordan (attorney-in-fact for Anthony Smurfit) 02/17/2026
** 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