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Smurfit Westrock (SW) officer awarded RSUs with small tax share withholding

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(Neutral)
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Form Type
4

Rhea-AI Filing Summary

Smurfit Westrock plc officer Laurent Sellier reported routine equity compensation activity. On 18 March 2026, he acquired 225 Ordinary Shares as a grant and received 358 Restricted Stock Units (PSP), which accrued as dividend equivalents tied to a quarterly dividend of $0.4523 per ordinary share.

Those dividend-equivalent units relate to restricted stock units that had already vested and are subject to the same terms, with a total of 30,972 restricted stock units scheduled to vest and settle in February 2027. On 19 March 2026, 30 Ordinary Shares were withheld to cover tax obligations upon settlement of these dividend equivalents, a non-market, tax-withholding disposition.

Following these transactions, Sellier directly owns 138,188 Ordinary Shares and holds 30,972 restricted stock units. In addition, 3,188 Ordinary Shares are held indirectly through his spouse.

Positive

  • None.

Negative

  • None.
Insider Sellier Laurent
Role See remarks
Type Security Shares Price Value
Tax Withholding Ordinary Shares 30 $38.58 $1K
Grant/Award Restricted Stock Units (PSP) 358 $0.00 --
Grant/Award Ordinary Shares 225 $0.00 --
holding Ordinary Shares -- -- --
Holdings After Transaction: Ordinary Shares — 138,188 shares (Direct); Restricted Stock Units (PSP) — 30,972 shares (Direct); Ordinary Shares — 3,188 shares (Indirect, Shares held by spouse)
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 $0.4523 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. Reflects ordinary shares of Smurfit Westrock plc withheld to satisfy the reporting person's tax withholding obligation upon the vesting and settlement of dividend equivalents, which accrued on 18 March 2026. Since these dividend equivalents were associated with restricted stock units that vested and settled on 12 March 2026, the dividend equivalents immediately vested and settled on 19 March 2026 in accordance with the terms of the associated restricted stock unit award. The 30,972 restricted stock units vest and are due to be settled in February 2027.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Sellier Laurent
(Last)(First)(Middle)
BEECH HILL, CLONSKEAGH
(Street)
DUBLIN 4D04 N2R2
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Smurfit Westrock plc [ SW ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
See remarks
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/18/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Ordinary Shares03/18/2026A(1)225A$0138,218D
Ordinary Shares03/19/2026F(2)30D$38.58138,188D
Ordinary Shares3,188IShares held by spouse
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units (PSP)$0(1)03/18/2026A358 (3) (3)Ordinary Shares358$030,972D
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 $0.4523 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. Reflects ordinary shares of Smurfit Westrock plc withheld to satisfy the reporting person's tax withholding obligation upon the vesting and settlement of dividend equivalents, which accrued on 18 March 2026. Since these dividend equivalents were associated with restricted stock units that vested and settled on 12 March 2026, the dividend equivalents immediately vested and settled on 19 March 2026 in accordance with the terms of the associated restricted stock unit award.
3. The 30,972 restricted stock units vest and are due to be settled in February 2027.
Remarks:
President and Chief Executive Officer, North America (including Mexico)
/s/ Ciara O'Riordan (attorney-in-fact for Laurent Sellier)03/20/2026
** Signature of Reporting PersonDate
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 Laurent Sellier report for Smurfit Westrock (SW)?

Laurent Sellier reported equity compensation activity, including 225 Ordinary Shares granted and 358 dividend-equivalent restricted stock units. He also had 30 Ordinary Shares withheld to satisfy tax obligations tied to those awards, rather than making any open-market purchases or sales.

Were the Smurfit Westrock (SW) insider transactions open-market buys or sells?

No, the reported activity was compensation-related. Sellier received share and restricted stock unit awards, while 30 Ordinary Shares were withheld solely to cover tax liabilities on vesting, meaning there were no discretionary open-market purchases or sales in this filing.

How many Smurfit Westrock (SW) shares does Laurent Sellier hold after these transactions?

After the transactions, Sellier directly owns 138,188 Ordinary Shares of Smurfit Westrock plc. He also has 3,188 Ordinary Shares held indirectly through his spouse, plus 30,972 restricted stock units scheduled to vest and settle in February 2027 under existing award terms.

What are the details of the restricted stock units reported for Smurfit Westrock (SW)?

Sellier received 358 additional restricted stock units as dividend equivalents linked to a $0.4523 quarterly dividend per ordinary share. In total, 30,972 restricted stock units are outstanding for him, with these units vesting and settling in February 2027 under the plan’s standard terms.

Why were 30 Smurfit Westrock (SW) shares disposed of in this Form 4?

The 30 Ordinary Shares were not sold on the market but withheld by the company to satisfy Sellier’s tax withholding obligations upon vesting and settlement of dividend-equivalent restricted stock units. Such F-code tax dispositions are routine administrative events, not discretionary trades.

What triggered the dividend-equivalent restricted stock units for Smurfit Westrock (SW)?

The additional 358 restricted stock units accrued automatically as dividend equivalents when Smurfit Westrock plc paid a quarterly dividend of $0.4523 per ordinary share. These units follow the same vesting and settlement terms as the original restricted stock unit award already in place.