Anthony Smurfit - Jul 5, 2024 Form 4 Insider Report for Smurfit WestRock plc (SW)

Role: President and Group CEO, Director
Signature: /s/ Ciara O'Riordan, attorney-in-fact for Anthony P J Smurfit
Stock symbol: SW
Transactions as of: Jul 5, 2024
Transactions value $: $0
Form type: 4
Date filed: 7/9/2024, 09:49 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SW	Ordinary Shares	Award		+1.49M			1.49M	Jul 5, 2024	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	SW	Restricted Stock Units (DBP)	Award		+63.9K			63.9K	Jul 5, 2024	Ordinary Shares	63.9K		Direct	F2
transaction	SW	Restricted Stock Units (PSP)	Award		+252K			252K	Jul 5, 2024	Ordinary Shares	252K		Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Pursuant to the Transaction Agreement, dated as of September 12, 2023 (the "Transaction Agreement"), by and among Smurfit Kappa Group plc ("Smurfit Kappa"), Smurfit WestRock plc (formerly Smurfit WestRock Limited and prior to that known as Cepheidway Limited, "Smurfit WestRock"), Sun Merger Sub, LLC and WestRock Company, on July 5, 2024, Smurfit Kappa was acquired by Smurfit WestRock pursuant to a scheme of arrangement (the "Scheme") and, in accordance with the Scheme, each ordinary share of Smurfit Kappa held by the Reporting Person was exchanged for one ordinary share of Smurfit WestRock, par value $0.001 per share (each a "Smurfit WestRock Share"), at the effective time of the Scheme (the "Scheme Effective Time").
F2	Pursuant to the Transaction Agreement, at the Scheme Effective Time, each deferred bonus plan award ("DBP Award") in respect of ordinary shares of Smurfit Kappa held by the Reporting Person was converted into a restricted stock unit award in respect of Smurfit WestRock Shares covering the same number of shares as covered by, and otherwise subject to the same terms and conditions as applied to, such DBP Award as of immediately prior to the Scheme Effective Time.
F3	Pursuant to the Transaction Agreement, at the Scheme Effective Time, each performance share plan award ("PSP Award") in respect of ordinary shares of Smurfit Kappa was converted into a restricted stock unit award in respect of Smurfit WestRock Shares covering the same number of shares as covered by such PSP Award as of immediately prior to the Scheme Effective Time (with such number of shares determined by deeming the applicable performance goals to be achieved in accordance with the terms and conditions of the Transaction Agreement), and otherwise subject to the same terms and conditions (excluding performance goals) as applied to such PSP Award as of immediately prior to the Scheme Effective Time.