Smurfit Westrock (SW) director logs RSU grant and tax-share withholding

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Smurfit Westrock plc director Kaisa Hietala reported routine equity compensation activity involving the company’s ordinary shares. On May 1, 2026, 2,123 shares were withheld at $38.39 per share to cover tax obligations upon vesting and settlement of previously granted restricted stock units (RSUs). Following this tax-withholding disposition, she directly owned 10,016 shares.

On the same date, she received a new award of 4,438 RSUs, with each unit representing a contingent right to one ordinary share. These RSUs vest on the earlier of the first anniversary of the grant date or the next annual meeting of Smurfit Westrock plc stockholders, bringing her direct holdings after the award to 12,139 shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Hietala Kaisa

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 — 12,139 shares (Direct, null)

Footnotes (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. Reflects ordinary shares of Smurfit Westrock plc withheld to satisfy the Reporting Person's tax withholding obligation upon vesting and settlement of RSUs.

Key Figures

Tax-withholding shares: 2,123 shares Tax-withholding price: $38.39 per share RSU grant size: 4,438 RSUs +2 more

5 metrics

Tax-withholding shares 2,123 shares Shares withheld to satisfy tax obligations on vested RSUs at $38.39 per share on May 1, 2026

Tax-withholding price $38.39 per share Value used for 2,123-share tax-withholding disposition on May 1, 2026

RSU grant size 4,438 RSUs Restricted stock units granted May 1, 2026, each representing a contingent right to one ordinary share

Shares after tax withholding 10,016 shares Ordinary shares directly held after the 2,123-share tax-withholding disposition

Shares after RSU award 12,139 shares Direct holdings reported after recording the 4,438-unit RSU grant

Key Terms

restricted stock units (RSUs), contingent right, vest, tax withholding obligation, +1 more

5 terms

restricted stock units (RSUs) financial

"the Reporting Person was granted 4,438 restricted stock units (RSUs). Each RSU represents a contingent right"

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.

contingent right financial

"Each RSU represents a contingent right to receive one ordinary share."

vest financial

"The RSUs are scheduled to vest on the earlier of (i) the first anniversary"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

tax withholding obligation financial

"withheld to satisfy the Reporting Person's tax withholding obligation upon vesting and settlement of RSUs."

ordinary shares financial

"Reflects ordinary shares of Smurfit Westrock plc withheld to satisfy the Reporting Person's tax withholding obligation"

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 →

05/05/2026 - 12:51 PM

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^*

Hietala Kaisa

(Last)

(First)

(Middle)

BEECH HILL, CLONSKEAGH

(Street)

DUBLIN 4

D04 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)

X	Director	10% 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)

X	Form 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)
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	05/01/2026		A		4,438⁽¹⁾	A	$0	12,139	D
Ordinary Shares	05/01/2026		F		2,123⁽²⁾	D	$38.39	10,016	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. 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. 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 Kaisa Hietala)	05/05/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Smurfit Westrock (SW) director Kaisa Hietala report?

Director Kaisa Hietala reported a tax-withholding disposition of 2,123 ordinary shares at $38.39 and a grant of 4,438 restricted stock units. The disposition covered tax obligations on vesting RSUs, while the grant represents new equity-based compensation that may convert into shares after vesting conditions are met.

How many Smurfit Westrock (SW) shares does Kaisa Hietala hold after these transactions?

After the reported transactions, Kaisa Hietala directly holds 12,139 ordinary shares of Smurfit Westrock plc. This reflects 10,016 shares remaining after tax withholding on vested RSUs plus the impact of a 4,438-unit RSU award that represents a contingent right to future shares.

Was the Smurfit Westrock (SW) insider transaction a market sale of shares?

The filing shows no open-market sale. Instead, 2,123 shares were withheld to satisfy tax obligations when previously granted RSUs vested and settled. This tax-withholding disposition is a mechanical step in equity compensation settlement, not a discretionary sale in the open market by the director.

What are the terms of the 4,438 RSUs granted to the Smurfit Westrock (SW) director?

The grant consists of 4,438 restricted stock units, each representing a contingent right to one ordinary share. These RSUs are scheduled to vest on the earlier of the first anniversary of the May 1, 2026 grant date or the date of the next annual meeting of Smurfit Westrock plc stockholders.

How does this Smurfit Westrock (SW) Form 4 affect insider ownership transparency?

The Form 4 clarifies the director’s equity position by showing post-transaction holdings of 12,139 shares and disclosing a new RSU award. It also explains that 2,123 shares were withheld specifically for tax obligations upon RSU vesting, distinguishing compensation mechanics from discretionary trading activity.