Smurfit Westrock director adds 677 RSU dividend shares on Form 4

Q: What insider transaction did Smurfit Westrock (SW) report on this Form 4?

The Form 4 reports that a director of Smurfit Westrock plc acquired 677.389 ordinary shares on 12/18/2025. The shares came from restricted stock units that accrued as dividend equivalents and were recorded at a price of $0 per share.

Q: Why did the Smurfit Westrock (SW) director receive 677.389 additional restricted stock units?

The director received 677.389 additional restricted stock units because, under the terms of a prior award, extra units accrue as dividend equivalents when Smurfit Westrock pays its quarterly dividend of $0.4308 per ordinary share.

Q: What are the vesting terms for the Smurfit Westrock (SW) director’s unvested restricted stock units?

The total includes 4,371 restricted stock units that are scheduled to vest on the earlier of May 2, 2026 or the date of the next annual meeting of Smurfit Westrock plc stockholders, according to the award terms.

Q: What happens to the director’s fully vested restricted stock units at Smurfit Westrock (SW)?

The director also holds 57,052.366 fully vested restricted stock units. These will be settled in ordinary shares after the director’s cessation of service on the board, in line with the WestRock Company 2016 Deferred Compensation Plan for Non-Employee Directors.

Smurfit Westrock plc director reports additional share-based award.

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Rhea-AI Filing Summary

Smurfit Westrock plc director reports additional share-based award. A reporting person who serves as a director of Smurfit Westrock plc acquired 677.389 ordinary shares on 12/18/2025 at a price of $0 per share. These shares reflect restricted stock units that accrued as dividend equivalents in connection with the company’s quarterly dividend of $0.4308 per ordinary share. Each restricted stock unit represents the right to receive one ordinary share.

Following this transaction, the director beneficially owns a total of 63,150.366 ordinary shares, including 4,371 restricted stock units scheduled to vest on the earlier of May 2, 2026 or the next annual stockholder meeting, and 57,052.366 fully vested restricted stock units that will be settled in ordinary shares after the director leaves the board under the company’s deferred compensation plan.

Insider Trade Summary

Grant/Award: 677.389 shares

Grant/Award 1 txn

Insider WILSON ALAN D

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Ordinary Shares	677.389	$0.00	$0.00

Holdings After Transaction: Ordinary Shares — 63,150.366 shares (Direct)

Footnotes (2)

F1. In accordance with the terms of the restricted stock unit award, 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.
F2. Includes 4,371 restricted stock units which are scheduled to vest on the earlier of (i) May 2, 2026 or (ii) the date of the next annual meeting of Smurfit Westrock plc's stockholders and 57,052.366 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

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What insider transaction did Smurfit Westrock (SW) report on this Form 4?

The Form 4 reports that a director of Smurfit Westrock plc acquired 677.389 ordinary shares on 12/18/2025. The shares came from restricted stock units that accrued as dividend equivalents and were recorded at a price of $0 per share.

Why did the Smurfit Westrock (SW) director receive 677.389 additional restricted stock units?

The director received 677.389 additional restricted stock units because, under the terms of a prior award, extra units accrue as dividend equivalents when Smurfit Westrock pays its quarterly dividend of $0.4308 per ordinary share.

How many Smurfit Westrock (SW) shares does the director beneficially own after this transaction?

After the reported transaction, the director beneficially owns 63,150.366 ordinary shares of Smurfit Westrock plc. This total includes both unvested and fully vested restricted stock units tied to ordinary shares.

What are the vesting terms for the Smurfit Westrock (SW) director’s unvested restricted stock units?

The total includes 4,371 restricted stock units that are scheduled to vest on the earlier of May 2, 2026 or the date of the next annual meeting of Smurfit Westrock plc stockholders, according to the award terms.

What happens to the director’s fully vested restricted stock units at Smurfit Westrock (SW)?

The director also holds 57,052.366 fully vested restricted stock units. These will be settled in ordinary shares after the director’s cessation of service on the board, in line with the WestRock Company 2016 Deferred Compensation Plan for Non-Employee Directors.

Does the Smurfit Westrock (SW) director’s transaction involve cash payment?

No cash changed hands for this acquisition. The Form 4 shows the 677.389 ordinary shares were acquired at a price of $0 per share as dividend-equivalent restricted stock units.

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Accepted by SEC EDGAR 12/19/2025 - 11:56 AM

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^*

WILSON ALAN D

(Last)

(First)

(Middle)

BEECH HILL, CLONSKEAGH

(Street)

DUBLIN 4

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)
12/18/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	12/18/2025		A		677.389	A	$0⁽¹⁾	63,150.366⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. In accordance with the terms of the restricted stock unit award, 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 4,371 restricted stock units which are scheduled to vest on the earlier of (i) May 2, 2026 or (ii) the date of the next annual meeting of Smurfit Westrock plc's stockholders and 57,052.366 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

Remarks:

	/s/ Ciara O'Riordan, attorney-in-fact-pursuant for Alan D. Wilson	12/19/2025
	** 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.

Source: View Original Filing on SEC EDGAR