STOCK TITAN

SW Insider Filing: 653 RSUs Accrued, 67,745 RSUs Vesting in 2026–27

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

Rhea-AI Filing Summary

Laurent Sellier, President and CEO for North America at Smurfit Westrock plc, reported share-based accruals and holdings from a September 18, 2025 transaction. He received 183 ordinary shares and 653 restricted stock units (RSUs) as dividend-equivalent accruals tied to an outstanding RSU award; these accrued units were recorded at $0 price and each RSU represents the right to one ordinary share. Following the transaction, Sellier beneficially owns 98,924 ordinary shares in total, including 67,745 RSUs that vest in two tranches—37,468 in February 2026 and 30,277 in February 2027—and 19,024 RSUs that vest in three equal annual installments beginning March 11, 2026.

Positive

  • Dividend-equivalent accruals increased the executive’s stake through 183 ordinary shares and 653 RSUs received at $0, enhancing alignment with shareholders.
  • Clear vesting schedule for 67,745 RSUs with tranches in February 2026 and February 2027 supports retention and predictable future dilution.
  • 19,024 RSUs scheduled to vest in three equal annual installments beginning March 11, 2026, providing multi-year service incentives.

Negative

  • None.

Insights

TL;DR: Routine insider accruals from dividend equivalents increased the executive's equity stake without cash purchase; vesting schedule preserves retention incentives.

The reported transactions are consistent with standard equity compensation practices where dividend equivalents convert into additional RSUs. These accruals increase the reporting person’s economic stake while preserving existing vesting conditions, which supports alignment with shareholders and executive retention. There is no sign of immediate dilution from new share issuance beyond settlement of existing awards, and the amounts disclosed are recurring, formula-driven events rather than discretionary grants.

TL;DR: Dividend-equivalent RSUs increased holdings by modest amounts; major value remains tied to unvested RSU schedules.

Sellier acquired 183 shares and 653 RSUs as dividend equivalents that carry the same terms as underlying awards. The filing shows 67,745 RSUs outstanding with specified vesting dates and an additional 19,024 RSUs on a multi-year vesting timetable, indicating significant compensation exposure remains subject to future service-based vesting. These schedules suggest continued retention incentives but do not reflect exercised options or cash transactions.

Insider Sellier Laurent
Role See remarks
Type Security Shares Price Value
Grant/Award Restricted Stock Units (PSP) 653 $0.00 --
Grant/Award Ordinary Shares 183 $0.00 --
holding Ordinary Shares -- -- --
Holdings After Transaction: Restricted Stock Units (PSP) — 67,745 shares (Direct); Ordinary Shares — 98,924 shares (Direct); Ordinary Shares — 3,188 shares (Indirect, Shares owned by spouse)
Footnotes (1)
  1. In accordance with the terms of the applicable outstanding 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 19,024 restricted stock units which are scheduled to vest in three equal annual installments beginning on March 11, 2026, the first anniversary of the grant date. The 67,745 restricted stock units vest and are settled as follows:(i) 37,468 restricted stock units in February 2026, (ii) and 30,277 restricted stock units in February 2027.
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*
Sellier Laurent

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
See remarks
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)
Code V Amount (A) or (D) Price
Ordinary Shares 09/18/2025 A 183 A $0(1) 98,924(2) D
Ordinary Shares 3,188 I Shares owned 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (PSP) (1) 09/18/2025 A 653 (3) (3) Ordinary Shares 653 $0 67,745 D
Explanation of Responses:
1. In accordance with the terms of the applicable outstanding 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 19,024 restricted stock units which are scheduled to vest in three equal annual installments beginning on March 11, 2026, the first anniversary of the grant date.
3. The 67,745 restricted stock units vest and are settled as follows:(i) 37,468 restricted stock units in February 2026, (ii) and 30,277 restricted stock units in February 2027.
Remarks:
President and Chief Executive Officer, North America (including Mexico). Exhibit 24.1 Power of Attorney.
/s/ Ciara O'Riordan, attorney-in-fact for Laurent Sellier 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.

FAQ

What did Laurent Sellier report on Form 4 for Smurfit Westrock (SW)?

He reported receiving 183 ordinary shares and 653 RSUs as dividend-equivalent accruals tied to an outstanding RSU award.

How many total shares does Sellier beneficially own after the transaction?

The filing reports 98,924 ordinary shares beneficially owned following the reported transactions.

What are the vesting dates for the reported RSUs?

The 67,745 RSUs vest as 37,468 in February 2026 and 30,277 in February 2027; an additional 19,024 RSUs vest in three equal annual installments beginning March 11, 2026.

Were any cash purchases or option exercises reported?

No cash purchases or option exercises were reported; the shares and RSUs were recorded at a $0 price as dividend-equivalent accruals.

What is Sellier's role at Smurfit Westrock noted in the filing?

The filing identifies him as President and Chief Executive Officer, North America (including Mexico).