Colleen Arnold credited 297.6 RSUs; beneficial ownership rises to 32,883.444 at SW

Q: What transaction did Colleen F. Arnold report for Smurfit Westrock (SW)?

She reported receiving 297.6 additional restricted stock units on 09/18/2025 as dividend equivalents tied to the quarterly dividend of $0.4308 per ordinary share.

Q: How many Smurfit Westrock shares does the reporting person beneficially own after the transaction?

Following the transaction she beneficially owns 32,883.444 ordinary shares (including restricted stock units).

Q: Are the additional restricted stock units paid for in cash?

No. The 297.6 units were credited as dividend equivalents and were recorded at a $0 acquisition price.

Q: When do the restricted stock units vest or settle?

The filing states 4,323 RSUs vest by the earlier of May 2, 2026 or the next annual meeting, and 26,671.444 vested RSUs will be settled in ordinary shares upon the reporting person’s cessation of board service under the plan.

Q: Does this Form 4 indicate any sale or market disposition of shares?

No. The form reports only an acquisition (A) of RSUs as dividend equivalents; there is no sale or disposition reported.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Smurfit Westrock plc (SW) director Colleen F. Arnold received 297.6 ordinary shares on 09/18/2025 as additional restricted stock units credited as dividend equivalents for the issuer's quarterly dividend of $0.4308 per ordinary share. After the award, the reporting person beneficially owns 32,883.444 ordinary shares, comprised of 4,323 restricted stock units scheduled to vest no later than May 2, 2026 (or at the next annual meeting) and 26,671.444 fully vested restricted stock units that will be settled in ordinary shares following her cessation of board service under the WestRock Company 2016 Deferred Compensation Plan for Non-Employee Directors. The newly credited units carry the same terms as the underlying awards.

Positive

Increased alignment with shareholders: Dividend-equivalent RSUs reinforce director alignment with shareholder interests without cash outlay.
Clarified vesting and settlement terms: Disclosure specifies vesting schedule for 4,323 RSUs and settlement conditions for 26,671.444 vested RSUs.

Negative

None.

Insights

TL;DR: Routine dividend-equivalent RSU accrual for a director, increasing beneficial ownership modestly with no cash consideration.

The transaction reflects customary treatment of restricted stock units that accrue dividend equivalents when the company pays a cash dividend. The acquisition of 297.6 RSUs at a $0 price is non-cash and preserves the original award terms, producing a modest increase in the director's stake to 32,883.444 shares. The disclosure also clarifies vesting timelines and settlement upon cessation of service, which is standard for deferred director compensation plans.

TL;DR: Non-material issuance of RSUs tied to a $0.4308 quarterly dividend; not likely to affect share supply or market dynamics materially.

The reported 297.6 additional RSUs arose solely from dividend equivalents and were not purchased, so immediate dilution is minimal and customary. The total beneficial ownership figure combines near-term vesting units (4,323) and vested-but-settled-on-exit units (26,671.444), clarifying potential future share settlement events tied to board departure rather than market transactions.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Arnold Colleen F.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Ordinary Shares	297.6	$0.00	--

Holdings After Transaction: Ordinary Shares — 32,883.444 shares (Direct)

Footnotes (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 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 26,671.444 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.

Form 4 Insider Transactions: What Each Field Means →

09/22/2025 - 09:22 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^*

Arnold Colleen F.

(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)
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)
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	09/18/2025		A		297.6	A	$0⁽¹⁾	32,883.444⁽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 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 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 26,671.444 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:

Exhibit 24.1 Power of Attorney

	/s/ Ciara O'Riordan, attorney-in-fact for Colleen F. Arnold	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.

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did Colleen F. Arnold report for Smurfit Westrock (SW)?

She reported receiving 297.6 additional restricted stock units on 09/18/2025 as dividend equivalents tied to the quarterly dividend of $0.4308 per ordinary share.

How many Smurfit Westrock shares does the reporting person beneficially own after the transaction?

Following the transaction she beneficially owns 32,883.444 ordinary shares (including restricted stock units).

Are the additional restricted stock units paid for in cash?

No. The 297.6 units were credited as dividend equivalents and were recorded at a $0 acquisition price.

When do the restricted stock units vest or settle?

The filing states 4,323 RSUs vest by the earlier of May 2, 2026 or the next annual meeting, and 26,671.444 vested RSUs will be settled in ordinary shares upon the reporting person’s cessation of board service under the plan.

Does this Form 4 indicate any sale or market disposition of shares?

No. The form reports only an acquisition (A) of RSUs as dividend equivalents; there is no sale or disposition reported.