SMURFIT ANTHONY P J 4

4 · Smurfit Westrock plc · Filed Feb 17, 2026

AI-generated summary of this filing

Updated Feb 17, 2026

Smurfit Westrock CEO Anthony P.J. Smurfit Receives Awards; 11,060 Shares Withheld

What Happened

Anthony P.J. Smurfit, President and Group CEO of Smurfit Westrock plc (SW), had performance share and deferred bonus awards vest and settle on 2026-02-13, resulting in the acquisition (conversion) of a total of 247,066 ordinary shares. The awards had an exercise/conversion price of $0.00 (they are award settlements, not option purchases). To cover tax withholding, 11,060 shares were surrendered/withheld at $51.42 per share, producing proceeds of $568,705.

Key Details

Transaction date: 2026-02-13; Form filed 2026-02-17.
Awards converted / shares acquired: 100,484 + 23,049 + 23,049 + 100,484 = 247,066 shares (codes M = exercise/conversion of derivative).
Shares withheld for tax (code F): 11,060 shares @ $51.42 = $568,705.
Exercise/conversion price: $0.00 (these were vested award settlements, per footnotes).
Relevant footnotes: F1/F2—vested performance share plan and deferred bonus plan awards; F3—shares withheld to satisfy tax withholding; F5—these awards were granted on 22 Sep 2023; F4—some shares are held by the reporting person’s child, who is part of his household and for which he disclaims beneficial ownership.
Shares owned after the transaction: not stated in the provided filing data.
Filing timeliness: transaction reported with Form 4 filed on 2026-02-17 for the 2026-02-13 transaction (no late-filing flag provided).

Context

These entries reflect award vesting and settlement (not an open-market purchase). The $0.00 conversion price and the footnotes indicate these were performance and deferred bonus awards settling into ordinary shares.
The withholding of 11,060 shares to satisfy tax obligations is routine and does not necessarily indicate a voluntary sale for investment reasons; it is a common method to cover tax liabilities on vested awards.

Form 4

Period: 2026-02-13

DirectorPresident and Group CEO

Transactions

Exercise/Conversion
Ordinary Shares
[F1]
2026-02-13+100,484→ 1,670,621 total
Exercise/Conversion
Ordinary Shares
[F2]
2026-02-13+23,049→ 1,693,670 total
Tax Payment
Ordinary Shares
[F3]
2026-02-13$51.42/sh−11,060$568,705→ 1,682,610 total
Exercise/Conversion
Restricted Stock Units (DBP)
[F5]
2026-02-13−23,049→ 23,050 total
Exercise: $0.00→ Ordinary Shares (23,049 underlying)
Exercise/Conversion
Restricted Stock Units (PSP)
[F5]
2026-02-13−100,484→ 82,996 total
Exercise: $0.00→ Ordinary Shares (100,484 underlying)

Holdings

Footnotes (5)

[F1]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.
[F2]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.
[F3]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.
[F4]These shares are held by the Reporting Person's child who is part of the Reporting Person's household. The Reporting Person disclaims ownership of the shares held by this child, and this report is not an admission that the Reporting Person is the beneficial owner of these shares for the purposes of Section 16 or for any other purposes.
[F5]Reflects the vesting and settlement of deferred bonus plan awards granted on 22 September 2023 and performance share plan awards granted on 22 September 2023.

Signature

/s/ Ciara O'Riordan (attorney-in-fact for Anthony Smurfit)|2026-02-17

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