Arnold Colleen F. 4

What Happened
Colleen F. Arnold, a director of Smurfit Westrock plc (SW), was granted 4,438 restricted stock units (RSUs) on May 1, 2026 (award code A). On the same date 2,123 ordinary shares were withheld at $38.39 each to satisfy tax withholding obligations (code F), a withholding value of $81,502. The RSUs are contingent rights to receive one ordinary share each upon vesting.

Key Details

• Transaction date: May 1, 2026; Form 4 filed May 5, 2026.
• Award: 4,438 RSUs granted (no cash purchase, $0 acquisition price).
• Tax withholding: 2,123 shares withheld/disposed at $38.39 per share for $81,502 to cover tax obligations.
• Vesting: RSUs vest on the earlier of (i) the first anniversary of grant or (ii) the next annual meeting (footnote F1).
• Other holdings: Includes 27,285.136 fully vested RSUs that will be settled in ordinary shares after Ms. Arnold ceases board service under the WestRock 2016 Deferred Compensation Plan for Non-Employee Directors (footnote F2).
• Withholding note: The 2,123-share disposition reflects share withholding to satisfy tax liability upon RSU vesting/settlement (footnote F3).
• Filing timeliness: Report filed May 5 for May 1 transactions (no late-filing flag indicated in the filing).

Context
RSU grants are awards (not open-market purchases) and represent a contingent right to receive company shares upon vesting. The share “disposition” here is not a market sale but a routine share-withholding to meet tax obligations (a common cashless settlement practice). Such tax-withhold transactions typically do not signal insider sentiment about the company’s stock.