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Smurfit Westrock (SW) director receives 51-share equity grant, now holds 57,571

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

Rhea-AI Filing Summary

BERNLOHR TIMOTHY J reported acquisition or exercise transactions in this Form 4 filing.

Smurfit Westrock plc director Timothy J. Bernlohr received an equity award of 51 ordinary shares on a grant or award basis at no cash cost. This award reflects additional restricted stock units credited as dividend equivalents tied to existing awards. Following the transaction, he directly holds 57,571 ordinary shares, including 4,489 restricted stock units scheduled to vest on the earlier of May 1, 2027 or the next annual meeting of Smurfit Westrock plc stockholders.

Positive

  • None.

Negative

  • None.
Insider BERNLOHR TIMOTHY J
Role null
Type Security Shares Price Value
Grant/Award Ordinary Shares 51 $0.00 --
Holdings After Transaction: Ordinary Shares — 57,571 shares (Direct, null)
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. Includes 4,489 restricted stock units which will vest on the earlier of (i) May 1, 2027 or (ii) the date of the next annual meeting of Smurfit Westrock plc's stockholders.
Shares awarded 51 shares Grant/award acquisition of ordinary shares on June 10, 2026
Post-transaction holdings 57,571 shares Total ordinary shares directly held after the award
Quarterly dividend $0.4523 per share Dividend used to calculate RSU dividend equivalents
Unvested RSUs 4,489 RSUs Restricted stock units vesting by May 1, 2027 or next annual meeting
restricted stock unit financial
"In accordance with the terms of the restricted stock unit award, additional restricted stock units accrued as dividend equivalents"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
dividend equivalents financial
"additional restricted stock units accrued as dividend equivalents in connection with the Issuer's payment of a quarterly dividend"
Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.
quarterly dividend financial
"payment of a quarterly dividend of $0.4523 per ordinary share"
A quarterly dividend is a payment a company gives to its shareholders four times a year, usually as a share of its profits. It's like getting a small bonus every few months for owning the company's stock, which can provide a steady income. Investors watch these payments to see how well a company is doing and whether it’s a good investment.
vest financial
"Includes 4,489 restricted stock units which will vest on the earlier of (i) May 1, 2027 or (ii) the date of the next annual meeting"
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.
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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*
BERNLOHR TIMOTHY J

(Last)(First)(Middle)
BEECH HILL, CLONSKEAGH

(Street)
DUBLIN 4D04 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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/10/2026
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 Shares06/10/2026A51A$0(1)57,571(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 $0.4523 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. Includes 4,489 restricted stock units which will vest on the earlier of (i) May 1, 2027 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. Bernlohr06/12/2026
** 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)

FAQ

What did Smurfit Westrock plc director Timothy J. Bernlohr report in this Form 4 for SW?

Director Timothy J. Bernlohr reported receiving 51 ordinary shares of Smurfit Westrock plc as a grant or award at no cash cost. These shares arise from additional restricted stock units credited as dividend equivalents linked to an existing equity award.

How many Smurfit Westrock plc shares does Timothy J. Bernlohr hold after this Form 4 transaction for SW?

After the reported equity award, Timothy J. Bernlohr directly holds 57,571 ordinary shares of Smurfit Westrock plc. This figure includes restricted stock units that count toward his total direct beneficial ownership position in the company’s ordinary shares.

What is the nature of the 51-share transaction reported by Timothy J. Bernlohr at Smurfit Westrock plc?

The 51-share transaction is classified as a grant, award, or other acquisition of ordinary shares, coded “A” on Form 4. It reflects additional restricted stock units credited as dividend equivalents, rather than an open-market purchase or sale of Smurfit Westrock plc shares.

How are dividend equivalents reflected in Timothy J. Bernlohr’s Smurfit Westrock plc holdings?

Dividend equivalents are reflected as additional restricted stock units accruing when Smurfit Westrock plc pays a quarterly dividend of $0.4523 per ordinary share. Each such restricted stock unit represents the right to receive one ordinary share under the existing award terms.

When will Timothy J. Bernlohr’s restricted stock units in Smurfit Westrock plc vest?

4,489 restricted stock units held by Timothy J. Bernlohr will vest on the earlier of May 1, 2027 or the date of the next annual meeting of Smurfit Westrock plc stockholders. Upon vesting, each unit entitles him to receive one ordinary share.