STOCK TITAN

[Form 4] Smurfit Westrock plc Insider Trading Activity

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

Rhea-AI Filing Summary

Smurfit Westrock plc director reports additional share-based units from dividend equivalents. On 12/18/2025, the reporting person acquired 48 ordinary shares at a reported price of $0 per share, coded as an acquisition, bringing their total beneficial ownership to 55,154 ordinary shares.

According to the footnotes, the 48 units arose under a restricted stock unit award as dividend equivalents tied to the company’s quarterly dividend of $0.4308 per ordinary share, and carry the same terms as the original award, with each restricted stock unit representing one ordinary share. The total beneficial ownership figure includes 4,371 restricted stock units scheduled to vest on the earlier of May 2, 2026 or the date of the next annual meeting of Smurfit Westrock plc’s stockholders.

Positive

  • None.

Negative

  • None.
Insider BERNLOHR TIMOTHY J
Role Director
Type Security Shares Price Value
Grant/Award Ordinary Shares 48 $0.00 --
Holdings After Transaction: Ordinary Shares — 55,154 shares (Direct)
Footnotes (1)
  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. Includes 4,371 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*
BERNLOHR TIMOTHY J

(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)
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)
Code V Amount (A) or (D) Price
Ordinary Shares 12/18/2025 A 48 A $0(1) 55,154(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 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 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:
/s/ Ciara O'Riordan, attorney-in-fact for Timothy J. Bernlohr 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.

FAQ

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

The filing reports that a Smurfit Westrock plc director acquired 48 ordinary shares on 12/18/2025 at a reported price of $0 per share, increasing their beneficial ownership to 55,154 ordinary shares.

Why did the Smurfit Westrock (SW) director receive 48 additional units?

The 48 additional units accrued as restricted stock units granted as dividend equivalents in connection with Smurfit Westrock plc’s quarterly dividend of $0.4308 per ordinary share.

How many Smurfit Westrock (SW) shares and units does the reporting person now beneficially own?

After the reported transaction, the director beneficially owns 55,154 ordinary shares of Smurfit Westrock plc, which includes 4,371 restricted stock units subject to vesting conditions.

When will the Smurfit Westrock (SW) restricted stock units vest?

The 4,371 restricted stock units included in the total will vest on the earlier of May 2, 2026 or the date of the next annual meeting of Smurfit Westrock plc’s stockholders.

What is the role of the reporting person at Smurfit Westrock plc (SW)?

The reporting person is identified as a director of Smurfit Westrock plc, as indicated by the checked relationship box in the filing.

How are the Smurfit Westrock (SW) restricted stock units structured in this Form 4?

Each restricted stock unit represents the right to receive one ordinary share of Smurfit Westrock plc, and the additional units from dividend equivalents are subject to the same terms and conditions as the underlying award.