What is Alvaro Henao’s Smurfit Westrock (SW) share ownership after these transactions?

Following the reported transactions, Alvaro Henao directly owned 65,979 ordinary shares of Smurfit Westrock. He also held 19,049 performance share plan units and 4,810 deferred bonus plan units, which represent additional rights to receive ordinary shares upon future settlement.

Smurfit Westrock (SW) CEO equity awards vest, tax shares withheld

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Smurfit Westrock plc President and Chief Executive Officer Alvaro Henao reported the vesting of equity awards and related share transactions. On February 13, 2026, he acquired 18,207 ordinary shares from performance share plan units and 4,789 ordinary shares from deferred bonus plan units, both at an exercise price of $0 per share.

To cover tax withholding on these vestings, 6,260 ordinary shares were disposed of at $51.42 per share. After these transactions, Henao directly owned 65,979 ordinary shares, along with 19,049 performance share plan units and 4,810 deferred bonus plan units that remain outstanding.

Insider Trade Summary

22,996 shares exercised/converted

Mixed 5 txns

Insider Henao Alvaro

Role See remarks

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units (PSP)	18,207	$0.00	--
Exercise	Restricted Stock Units (DBP)	4,789	$0.00	--
Exercise	Ordinary Shares	18,207	$0.00	--
Exercise	Ordinary Shares	4,789	$0.00	--
Tax Withholding	Ordinary Shares	6,260	$51.42	$322K

Holdings After Transaction: Restricted Stock Units (PSP) — 19,049 shares (Direct); Restricted Stock Units (DBP) — 4,810 shares (Direct); Ordinary Shares — 67,450 shares (Direct)

Footnotes (1)

Reflects the acquisition of common stock upon vesting and settlement of performance share plan awards. Each performance share plan award represents a right to receive one ordinary share of Smurfit Westrock plc upon vesting and settlement of the applicable award. Reflects the acquisition of common stock upon vesting and settlement of deferred bonus plan awards. Each deferred bonus plan award represents a right to receive one ordinary share of Smurfit Westrock plc upon vesting and settlement of the applicable award. Reflects ordinary shares of Smurfit Westrock plc withheld to satisfy the reporting persons tax withholding obligation upon vesting and settlement of deferred bonus plan awards and performance share plan awards. Reflects the vesting and settlement of deferred bonus plan awards granted on 28 March 2023 and performance share plan awards granted on 28 March 2023.

Form 4 Insider Transactions: What Each Field Means →

02/17/2026 - 12:45 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^*

Henao Alvaro

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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	02/13/2026		M⁽¹⁾		18,207	A	$0	67,450	D
Ordinary Shares	02/13/2026		M⁽²⁾		4,789	A	$0	72,239	D
Ordinary Shares	02/13/2026		F⁽³⁾		6,260	D	$51.42	65,979	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)
Restricted Stock Units (PSP)	$0	02/13/2026		M			18,207	⁽⁴⁾	⁽⁴⁾	Ordinary Shares	18,207	$0	19,049	D
Restricted Stock Units (DBP)	$0	02/13/2026		M			4,789	⁽⁴⁾	⁽⁴⁾	Ordinary Shares	4,789	$0	4,810	D

Explanation of Responses:

1. Reflects the acquisition of common stock upon vesting and settlement of performance share plan awards. Each performance share plan award represents a right to receive one ordinary share of Smurfit Westrock plc upon vesting and settlement of the applicable award.

2. Reflects the acquisition of common stock upon vesting and settlement of deferred bonus plan awards. Each deferred bonus plan award represents a right to receive one ordinary share of Smurfit Westrock plc upon vesting and settlement of the applicable award.

3. Reflects ordinary shares of Smurfit Westrock plc withheld to satisfy the reporting persons tax withholding obligation upon vesting and settlement of deferred bonus plan awards and performance share plan awards.

4. Reflects the vesting and settlement of deferred bonus plan awards granted on 28 March 2023 and performance share plan awards granted on 28 March 2023.

Remarks:

President and Chief Executive Officer, LATAM

	/s/ Ciara O'Riordan (attorney-in-fact for Alvaro Henao)	02/17/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Smurfit Westrock (SW) report for Alvaro Henao?

Smurfit Westrock reported that CEO Alvaro Henao had equity awards vest, converting into ordinary shares. Performance and deferred bonus share units settled into stock, with some shares withheld to satisfy tax obligations tied directly to these award vestings.

How many Smurfit Westrock (SW) shares did Alvaro Henao receive from award vesting?

Alvaro Henao received 18,207 ordinary shares from performance share plan units and 4,789 ordinary shares from deferred bonus plan units. Both conversions occurred at an exercise price of $0 per share when the awards vested and were settled on February 13, 2026.

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

The filing shows 6,260 ordinary shares were disposed of at $51.42 per share. These shares were withheld automatically to satisfy Alvaro Henao’s tax withholding obligations arising from the vesting and settlement of performance and deferred bonus share-based awards.

What types of equity awards vested for Smurfit Westrock (SW) CEO Alvaro Henao?

Two types of awards vested: performance share plan units and deferred bonus plan units. Each unit represents a right to receive one ordinary share of Smurfit Westrock upon vesting and settlement, resulting in new share ownership when those conditions are met.