UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-42161

Smurfit Westrock plc

(Exact name of registrant as specified in its charter)

Ireland	98-1776979
(State or other jurisdiction of<br><br>incorporation or organization)	(I.R.S. Employer<br><br>Identification Number)	Beech Hill, Clonskeagh<br><br>Dublin 4, D04 N2R2<br><br>Ireland	N/A
---	---
(Address of principal executive offices)	(Zip Code)

+353 1 202 7000

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Ordinary shares, par value $0.001 per share	SW	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934

during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing

requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of

Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an

emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”

in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or

revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 6, 2025, the registrant had 522,012,629 ordinary shares, nominal value $0.001 per share, issued and outstanding.

	Page
EXPLANATORY NOTE	3
PART I - FINANCIAL INFORMATION	6
Item 1. Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3. Quantitative and Qualitative Disclosures About Market Risk	43
Item 4. Controls and Procedures	43
PART II - OTHER INFORMATION	45
Item 1. Legal Proceedings	45
Item 1A. Risk Factors	45
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 3. Defaults Upon Senior Securities	45
Item 4. Mine Safety Disclosures	45
Item 5. Other Information	45
Item 6. Exhibits	46
Signatures	47

EXPLANATORY NOTE

On April 26, 2024, the United States Securities and Exchange Commission (the “SEC”) declared effective the Registration Statement

on Form S-4 (file number 333-278185), as amended (as supplemented by the prospectus filed with the SEC on April 26, 2024, the

“Registration Statement”), of Smurfit WestRock Limited, formerly known as Cepheidway Limited and re-registered as an Irish public

limited company and renamed Smurfit Westrock plc (the “Company” or “Smurfit Westrock”), to register ordinary shares of $0.001

each in the capital of Smurfit Westrock (the “Smurfit Westrock Shares”) to be issued to the holders of shares of common stock of

WestRock Company (“WestRock”), pursuant to a transaction agreement dated as of September 12, 2023 (the “Transaction

Agreement”), among Smurfit Westrock, Smurfit Kappa Group plc (“Smurfit Kappa”), WestRock and Sun Merger Sub, LLC (“Merger

Sub”) pursuant to which (i) Smurfit Westrock acquired Smurfit Kappa by means of a scheme of arrangement under the Companies Act

2014 of Ireland (as amended) and (ii) Merger Sub merged with and into WestRock, (the “Merger” and, together with the Smurfit

Kappa Share Exchange, the “Combination”). The Combination closed on July 5, 2024. A detailed description of the terms of the

Combination is included in the Registration Statement. Upon the completion of the Combination on July 5, 2024, Smurfit Kappa and

WestRock each became wholly owned subsidiaries of Smurfit Westrock with Smurfit Kappa shareholders owning approximately

50.3% and WestRock shareholders owning approximately 49.7%. Prior to the closing of the Combination, Smurfit Westrock had no

operations other than activities related to its formation and the Combination. Smurfit Kappa was determined to be the accounting

acquirer in the Combination; therefore, the historical Consolidated Financial Statements of Smurfit Kappa for periods prior to the

Combination are presented as the historical financial statements of the Company. Unless otherwise indicated or the context otherwise

requires, references in this Quarterly Report on Form 10-Q to “Smurfit Westrock,” the “Company,” “our Company,” “we,” “our,” and

“us,” and the like terms, refer to the business and operations of Smurfit Kappa and its wholly-owned subsidiaries, which prior to July

5, 2024, did not include WestRock, when referring to the periods prior to the closing of the Combination, and refer to the combined

company (Smurfit Westrock, including, among others, its subsidiaries Smurfit Kappa and WestRock) when referring to the periods

after the Combination.

This Quarterly Report on Form 10-Q is being filed with respect to the interim quarterly period ended March 31, 2025. Accordingly,

the disclosures herein, including the financial statements and related Management’s Discussion and Analysis, describe the business,

financial condition, results of operations, liquidity and capital resources of Smurfit Westrock following the Combination, except as

expressly provided herein. For prior periods, the disclosures herein reflect the financials of Smurfit Kappa, except as expressly

provided herein.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes certain “forward-looking statements” (including within the meaning of Section 27A of

the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”))

regarding, among other things, the plans, strategies, outcomes, outlooks and prospects, both business and financial, of Smurfit

Westrock, the expected benefits of the completed Combination of Smurfit Kappa and WestRock Company (including, but not limited

to, synergies as well as our scale, geographic reach and product portfolio, or impact of announced closures), and any other statements

regarding Smurfit Westrock’s future expectations, beliefs, plans, objectives, results of operations, financial condition and cash flows,

or future events or performance. Forward-looking and other statements in this Quarterly Report on Form 10-Q may also address the

Company’s corporate responsibility progress, plans, and initiatives (including environmental matters), and the inclusion of such

statements is not an indication that these contents are necessarily material to investors or required to be disclosed in our filings with

the SEC. In addition, historical, current, and forward-looking sustainability-related statements may be based on standards for

measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject

to change in the future.

Statements that are not historical facts, including statements about the beliefs and expectations of the management of Smurfit

Westrock, are forward-looking statements. Words such as “may”, “will”, “could”, “should”, “would”, “anticipate”, “intend”,

“estimate”, “project”, “plan”, “believe”, “expect”, “target”, “prospects”, “potential”, “commit”, “forecasts”, “aims”, “considered”,

“likely”, “estimate” and variations of these words and similar future or conditional expressions are intended to identify forward-

looking statements but are not the exclusive means of identifying such statements. While the Company believes these expectations,

assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and

unknown risks and uncertainties, many of which are beyond the control of the Company. By their nature, forward-looking statements

involve risk and uncertainty because they relate to events and depend upon future circumstances that may or may not occur.

Important factors that could cause actual results to differ materially from plans, estimates or expectations include: our ability to deliver

on our closure plan and associated efforts; our future cash payments associated with these initiatives; potential future cost savings

associated with such initiatives; the amount of charges and the timing of such charges or actions described herein; potential future

impairment charges; accuracy of assumptions associated with the charges; economic, competitive and market conditions generally,

including macroeconomic uncertainty, customer inventory rebalancing, the impact of inflation and increases in energy, raw materials,

shipping, labor and capital equipment costs; geo-economic fragmentation and protectionism such as tariffs, trade wars or similar

governmental actions affecting the flows of goods, services or currency (including the recent implementation of tariffs by the U.S.

federal government and reciprocal tariffs and other protectionist or retaliatory measures governments in Europe, Asia, and other

countries have taken or may take in response); the impact of public health crises, such as pandemics and epidemics and any related

company or governmental policies and actions to protect the health and safety of individuals or governmental policies or actions to

maintain the functioning of national or global economies and markets; reduced supply of raw materials, energy and transportation,

including from supply chain disruptions and labor shortages; developments related to pricing cycles and volumes; intense competition;

the ability of the Company to successfully recover from a disaster or other business continuity problem due to a hurricane, flood,

earthquake, terrorist attack, war, pandemic, security breach, cyber-attack, power loss, telecommunications failure or other natural or

man-made events, including the ability to function remotely during long-term disruptions; the Company’s ability to respond to

changing customer preferences and to protect intellectual property; the amount and timing of the Company’s capital expenditures;

risks related to international sales and operations; failures in the Company’s quality control measures and systems resulting in faulty or

contaminated products; cybersecurity risks, including threats to the confidentiality, integrity and availability of data in the Company’s

systems; works stoppages and other labor disputes; the Company’s ability to establish and maintain effective internal controls over

financial reporting in accordance with Sarbanes Oxley Act of 2002, as amended, and remediate any weaknesses in controls and

processes; the Company’s ability to retain or hire key personnel; risks related to sustainability matters, including climate change and

scarce resources, as well as the Company’s ability to comply with changing environmental laws and regulations; the Company’s

ability to successfully implement strategic transformation initiatives; results and impacts of acquisitions by the Company; the

Company’s significant levels of indebtedness; the impact of the Combination on the Company’s credit ratings; the potential

impairment of assets and goodwill; the availability of sufficient cash to distribute dividends to the Company’s shareholders in line

with current expectations; the scope, costs, timing and impact of any restructuring of operations and corporate and tax structure;

evolving legal, regulatory and tax regimes; changes in economic, financial, political and regulatory conditions in Ireland, the United

Kingdom, the United States and elsewhere, and other factors that contribute to uncertainty and volatility, natural and man-made

disasters, civil unrest, geopolitical uncertainty, and conditions that may result from legislative, regulatory, trade and policy changes

associated with the current or subsequent Irish, U.S. or UK administrations; legal proceedings instituted against the Company; actions

by third parties, including government agencies; the Company’s ability to promptly and effectively integrate Smurfit Kappa’s and

WestRock’s businesses; the Company’s ability to achieve the synergies and value creation contemplated by the Combination; the

Company’s ability to meet expectations regarding the accounting and tax treatments of the Combination, including the risk that the

Internal Revenue Service may assert that the Company should be treated as a U.S. corporation or be subject to certain unfavorable

U.S. federal income tax rules under Section 7874 of the Internal Revenue Code of 1986, as amended, as a result of the Combination;

other factors such as future market conditions, currency fluctuations, the behavior of other market participants, the actions of

regulators and other factors such as changes in the political, social and regulatory framework in which the Company’s group operates

or in economic or technological trends or conditions, and other risks set forth under the heading “Risk Factors” in Part I, Item 1A. in

the 2024 Form 10-K, and as may be updated in this and other subsequent Quarterly Reports on Form 10-Q.

The Company’s forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q or as of the date they are

made. Neither the Company nor any of its associates or directors, officers or advisers provides any representation, assurance or

guarantee that the occurrence of the events expressed or implied in any such forward-looking statements will actually occur. You are

cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with its legal or regulatory

obligations (including under the UK Listing Rules, the Disclosure Guidance and Transparency Rules, the UK Market Abuse

Regulation and other applicable regulations), the Company is under no obligation, and the Company expressly disclaims any intention

or obligation, to update or revise publicly any forward-looking statements, whether as a result of new information, future events or

otherwise.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

INDEX TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF

SMURFIT WESTROCK PLC

	Page
Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024	7
Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and March 31, 2024	8
Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2025 and<br><br>March 31, 2024	9
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and March 31, 2024	10
Condensed Consolidated Statements of Changes in Equity for the three months ended March 31, 2025 and March 31,<br><br>2024	11
Notes to the Condensed Consolidated Financial Statements	12

Smurfit Westrock plc

Condensed Consolidated Balance Sheets (Unaudited)

(in millions, except share data)

	March 31,<br><br>2025	December 31,<br><br>2024
Assets
Current assets:
Cash and cash equivalents (amounts related to consolidated variable interest entities of $7 million and<br><br>$2 million at March 31, 2025 and December 31, 2024, respectively)	$797	$855
Accounts receivable, net (amounts related to consolidated variable interest entities of $806 million and<br><br>$767 million at March 31, 2025 and December 31, 2024, respectively)	4,548	4,117
Inventories	3,670	3,550
Other current assets	1,615	1,533
Total current assets	10,630	10,055
Property, plant and equipment, net	22,792	22,675
Goodwill	6,969	6,822
Intangibles, net	1,141	1,117
Prepaid pension asset	654	635
Other non-current assets (amounts related to consolidated variable interest entities of $390 million and<br><br>$389 million at March 31, 2025 and December 31, 2024, respectively)	2,463	2,455
Total assets	$44,649	$43,759
Liabilities and Equity
Current liabilities:
Accounts payable	$3,171	$3,290
Accrued compensation and benefits	799	882
Current portion of debt	1,300	1,053
Other current liabilities	2,175	2,108
Total current liabilities	7,445	7,333
Non-current debt due after one year (amounts related to consolidated variable interest entities of $165<br><br>million and $8 million at March 31, 2025 and December 31, 2024, respectively)	12,919	12,542
Deferred tax liabilities	3,608	3,600
Pension liabilities and other postretirement benefits, net of current portion	716	706
Other non-current liabilities (amounts related to consolidated variable interest entities of $335 million<br><br>and $335 million at March 31, 2025 and December 31, 2024, respectively)	2,072	2,191
Total liabilities	26,760	26,372
Commitments and Contingencies (Note 15)
Equity:
Preferred stock; $0.001 par value; 500,000,000 shares authorized; 10,000 shares outstanding	—	—
Common stock; $0.001 par value; 9,500,000,000 shares authorized; 521,979,145 and 520,444,261<br><br>shares outstanding at March 31, 2025 and December 31, 2024, respectively	1	1
Deferred shares; €1 par value; 25,000 shares authorized; 25,000 shares outstanding	—	—
Treasury stock; at cost; 1,467,950 and 2,037,589 common stock at March 31, 2025 and December 31,<br><br>2024, respectively	(65)	(93)
Capital in excess of par value	15,977	15,948
Accumulated other comprehensive loss	(1,079)	(1,446)
Retained earnings	3,030	2,950
Total shareholders’ equity	17,864	17,360
Noncontrolling interests	25	27
Total equity	17,889	17,387
Total liabilities and equity	$44,649	$43,759

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

Smurfit Westrock plc

Condensed Consolidated Statements of Operations (Unaudited)

(in millions, except per share data)

	Three months ended March 31,
	2025	2024
Net sales	$7,656	$2,930
Cost of goods sold	(6,079)	(2,220)
Gross profit	1,577	710
Selling, general and administrative expenses	(988)	(380)
Transaction and integration-related expenses associated with the Combination	(36)	(23)
Operating profit	553	307
Pension and other postretirement non-service income (expense), net	9	(10)
Interest expense, net	(167)	(25)
Other expense, net	(5)	(5)
Income before income taxes	390	267
Income tax expense	(8)	(76)
Net income	382	191
Net loss attributable to noncontrolling interests	2	—
Net income attributable to common shareholders	$384	$191
Basic earnings per share attributable to common shareholders	$0.74	$0.74
Diluted earnings per share attributable to common shareholders	$0.73	$0.73
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

Smurfit Westrock plc

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(in millions)

	Three months ended March 31,
	2025	2024
Net income	$382	$191
Other comprehensive income (loss), net of tax:
Foreign currency translation gain (loss)	378	(116)
Defined benefit pension and other postretirement benefit plans adjustments	(14)	16
Net gain (loss) on cash flow hedging derivatives	3	(3)
Other comprehensive income (loss), net of tax	367	(103)
Comprehensive income	749	88
Comprehensive loss attributable to noncontrolling interests	2	—
Comprehensive income attributable to common shareholders	$751	$88
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

Smurfit Westrock plc

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in millions)

	Three months ended March 31,
	2025	2024
Operating activities:
Net income	$382	$191
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
Depreciation, depletion and amortization	603	148
Cash surrender value increase in excess of premiums paid	(5)	—
Share-based compensation expense	43	15
Deferred income tax benefit	(29)	(2)
Pension and other postretirement funding more than cost	(23)	(8)
Other	1	1
Change in operating assets and liabilities, net of acquisitions and divestitures:
Accounts receivable	(342)	(196)
Inventories	(62)	8
Other assets	(47)	(51)
Accounts payable	(117)	(102)
Income taxes	(70)	60
Accrued liabilities and other	(99)	(22)
Net cash provided by operating activities	235	42
Investing activities:
Capital expenditures	(477)	(208)
Cash paid for purchase of businesses, net of cash acquired	(4)	—
Other	5	1
Net cash used for investing activities	(476)	(207)
Financing activities:
Additions to debt	295	55
Repayments of debt	(65)	(27)
Debt issuance costs	(5)	—
Changes in commercial paper, net	246	—
Other debt repayments, net	(16)	—
Repayments of finance lease liabilities	(16)	(1)
Tax paid in connection with shares withheld from employees	(64)	—
Purchases of treasury stock	—	(27)
Cash dividends paid to shareholders	(225)	—
Other	1	—
Net cash provided by financing activities	151	—
Effect of exchange rate changes on cash and cash equivalents	32	(24)
Decrease in cash and cash equivalents	(58)	(189)
Cash and cash equivalents at beginning of period	855	1,000
Cash and cash equivalents at end of period	$797	$811

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

Smurfit Westrock plc

Condensed Consolidated Statements of Changes in Equity (Unaudited)

(in millions, except per share data)

The following table presents a summary of the changes in equity for the three months ended March 31, 2025:

	Shares of<br><br>Common Stock	Common Stock	Capital in<br><br>Excess of Par<br><br>Value	Treasury Stock	Retained<br><br>Earnings	Accumulated<br><br>Other<br><br>Comprehensive<br><br>Loss	Total<br><br>Shareholders'<br><br>Equity	Noncontrolling<br><br>Interest (“NCI”)	Total
Balance at December 31, 2024	520	$1	$15,948	$(93)	$2,950	$(1,446)	$17,360	$27	$17,387
Net income	—	—	—	—	384	—	384	(2)	382
Other comprehensive income, net of tax	—	—	—	—	—	367	367	—	367
Share-based compensation	—	—	41	—	—	—	41	—	41
Shares distributed by Smurfit Kappa Employee<br><br>Trust	—	—	(17)	17	—	—	—	—	—
Issuance of common stock net of tax paid in<br><br>connection with shares withheld from employees	2	—	1	—	(64)	—	(63)	—	(63)
Cancellation of deferred shares by Smurfit Kappa<br><br>Employee Trust	—	—	—	11	(11)	—	—	—	—
Dividends declared ($0.43 per share)(1)	—	—	4	—	(229)	—	(225)	—	(225)
Balance at March 31, 2025	522	$1	$15,977	$(65)	$3,030	$(1,079)	$17,864	$25	$17,889

(1) Includes cash dividends and dividend equivalent units declared on certain unvested share-based payment awards.

The following table presents a summary of the changes in equity for the three months ended March 31, 2024:

	Shares of<br><br>Common Stock	Common Stock	Capital in<br><br>Excess of Par<br><br>Value	Treasury Stock	Retained<br><br>Earnings	Accumulated<br><br>Other<br><br>Comprehensive<br><br>Loss	Total<br><br>Shareholders'<br><br>Equity	Noncontrolling<br><br>Interest (“NCI”)	Total
Balance at December 31, 2023(1)	260	$—	$3,575	$(91)	$3,521	$(847)	$6,158	$16	$6,174
Net income	—	—	—	—	191	—	191	—	191
Other comprehensive loss, net of tax	—	—	—	—	—	(103)	(103)	—	(103)
Share-based compensation	—	—	14	—	—	—	14	—	14
Shares distributed by Smurfit Kappa Employee<br><br>Trust	—	—	(25)	25	—	—	—	—	—
Purchases of treasury stock	—	—	—	(27)	—	—	(27)	—	(27)
Issuance of common stock	1	—	—	—	—	—	—	—	—
Balance at March 31, 2024	261	$—	$3,564	$(93)	$3,712	$(950)	$6,233	$16	$6,249

(1) Pursuant to the Transaction Agreement, on July 5, 2024 each issued ordinary share, par value €0.001 per share, of Smurfit Kappa (a “Smurfit Kappa Share”) was exchanged for

one ordinary share, par value $0.001 per share, of Smurfit Westrock (a “Smurfit Westrock Share”). The exchange of shares is reflected retroactively to the earliest period

presented.

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

Smurfit Westrock plc

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

1. Description of Business and Summary of Significant Accounting Policies

1.1. Description of Business

Unless the context otherwise requires, or unless indicated otherwise, “we”, “us”, “our”, “Smurfit Westrock” and “the Company” refer

to the business of Smurfit Westrock plc, its wholly-owned subsidiaries and its partially-owned consolidated subsidiaries.

Smurfit Westrock plc is a company limited by shares that is incorporated in Ireland. We are a multinational provider of sustainable

fiber-based paper and packaging solutions. We partner with our customers to provide differentiated, sustainable paper and packaging

solutions that enhance our customers’ prospects of success in their markets. Our team members support customers around the world

from our operating and business locations in North America, South America, Europe, Asia, Africa, and Australia.

1.2. Basis of Presentation

We derived the Condensed Consolidated Balance Sheet at December 31, 2024 from the audited consolidated financial statements

included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Consolidated Financial

Statements”). In the opinion of management, all normal recurring adjustments necessary for a fair statement of the Condensed

Consolidated Financial Statements have been included for the interim periods reported.

The accompanying Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting

principles generally accepted in the U.S. (“GAAP”) for interim financial information and with Article 10 of Regulation S-X of the

Securities and Exchange Commission (“SEC”). Accordingly, they omit certain notes and other information from the 2024

Consolidated Financial Statements. Therefore, these Condensed Consolidated Financial Statements should be read in conjunction with

the 2024 Consolidated Financial Statements. The results for the three months ended March 31, 2025 are not necessarily indicative of

results that may be expected for the full year.

The preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make

certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the Condensed Consolidated

Financial Statements, disclosures about gain contingencies and contingent liabilities and the reported amounts of revenues and

expenses, including income taxes during the reporting period. Such estimates include the fair value of assets acquired and assumed

liabilities in a business combination, determining goodwill and measuring impairment, income taxes and pension and other

postretirement benefits. These estimates and assumptions are based on management’s judgment. Actual results may differ from those

estimates, and the differences could be material.

We base our estimates on the current information available, our experiences and various other assumptions believed to be reasonable

under the circumstances. The process of determining significant estimates is fact specific and takes into account factors such as

historical experience, current and expected economic conditions, product mix, and in some cases, actuarial techniques. We regularly

evaluate these significant factors and make adjustments in the Condensed Consolidated Financial Statements where facts and

circumstances dictate.

Due to rounding, numbers presented throughout this document may not add up precisely to the totals provided and percentages may

not precisely reflect the absolute figures.

Smurfit Westrock plc

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

1. Description of Business and Summary of Significant Accounting Policies - continued

1.3. Supplier Finance Program Obligations

We maintain supplier finance programs whereby we have entered into payment processing agreements with certain financial

institutions. These agreements allow participating suppliers to track payment obligations from Smurfit Westrock, and if voluntarily

elected by the supplier, to sell payment obligations from Smurfit Westrock to financial institutions at a discounted price. We are not a

party to the agreements between the participating financial institutions and the suppliers in connection with the program, and we do

not reimburse suppliers for any costs they incur for participation in the program. We have not pledged any assets as security or

provided any guarantees as part of the programs. We have no economic interest in our suppliers’ decisions to participate in the

programs. Our responsibility is limited to making payment in full to the respective financial institution according to the terms

originally negotiated with the supplier, which generally do not exceed 120 days. Smurfit Westrock or the financial institutions may

terminate the agreements upon 30 or 90 days’ notice. These obligations are classified as accounts payable within the Condensed

Consolidated Balance Sheets.

The outstanding payment obligations to financial institutions under these programs were $389 million and $450 million as of

March 31, 2025 and December 31, 2024, respectively.

1.4. Significant Accounting Policies

There have been no changes to the Company’s significant accounting policies as described in “Note 1. Description of Business and

Summary of Significant Accounting Policies” in the 2024 Consolidated Financial Statements.

1.5. New Accounting Standards Recently Adopted

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment

Disclosures.” This ASU requires an entity to disclose incremental segment information, including enhanced disclosures about

significant segment expenses. ASU 2023-07 is effective for the Company’s annual reporting periods beginning after December 15,

2023 and for interim periods beginning after December 15, 2024. Adoption is a fully retrospective method of transition. Early

adoption is permitted. The Company adopted this ASU in the year ended December 31, 2024 by including the required applicable

segment disclosures in the 2024 Consolidated Financial Statements. The required applicable interim segment disclosures are included

in “Note 3. Segment Information”.

1.6. New Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This

ASU requires the annual financial statements to include consistent categories and greater disaggregation of information in the rate

reconciliation, and income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for the Company’s annual reporting

periods beginning after December 15, 2024. Adoption is either with a prospective method or a fully retrospective method of transition.

Early adoption is permitted. The Company is currently evaluating the effect that adoption of ASU 2023-09 will have on its disclosures

in the consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation

Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”). This ASU requires new financial

statement disclosures disaggregating prescribed expense categories within relevant income statement expense captions. ASU 2024-03

will be effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027.

Companies have the option to apply the guidance either on a retrospective or prospective basis, and early adoption is permitted. The

Company is currently evaluating the impact of this standard on its disclosures in the consolidated financial statements.

Smurfit Westrock plc

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

2. Acquisitions

Transaction agreement with WestRock Company

Pursuant to a transaction agreement dated as of September 12, 2023 (the “Transaction Agreement”), among Smurfit Westrock, Smurfit

Kappa Group plc (“Smurfit Kappa”), WestRock Company (“WestRock”) and Sun Merger Sub, LLC (“Merger Sub”) the following

was completed (i) Smurfit Westrock acquired Smurfit Kappa by means of a scheme of arrangement under the Companies Act 2014 of

Ireland (as amended) (the “Smurfit Kappa Share Exchange”) and (ii) Merger Sub merged with and into WestRock, with WestRock

continuing as the surviving entity (the “Merger” and, together with the Smurfit Kappa Share Exchange, the “Combination”). The

Combination closed on July 5, 2024 (the “Closing Date”). The aggregate merger consideration is $13,461 million.

The purchase price allocation for the Merger is preliminary and is subject to revision as additional information about the acquisition-

date fair value of assets and liabilities becomes available. The preliminary allocation of the purchase price with respect to the Merger

is based upon management’s estimates of and assumptions related to the fair values of WestRock assets acquired and liabilities

assumed as of the Closing Date using currently available information. There has been no material change in the preliminary purchase

price allocation to the fair value of the assets acquired and liabilities assumed and related goodwill in the period since the 2024

Consolidated Financial Statements. The Company is still evaluating the fair value of acquired property, plant and equipment,

intangible assets and certain income tax related items in addition to ensuring all other assets and liabilities and contingencies have

been identified and recorded. The Company has reflected the measurement period adjustments to date in the period in which the

adjustments occurred, and will continue to reflect measurement period adjustments, if any, in the period in which the adjustments

occur. The Company will finalize the accounting for the Merger within the measurement period (a period not to exceed 12 months

from the Closing Date).

Unaudited Pro Forma Combined Financial Information

The following unaudited pro forma combined financial information presents the combined results of operations for the three months

ended March 31, 2024, as if the Merger had occurred on January 1, 2023.

	Three months ended
	March 31, 2024
Net sales	$7,664
Net income attributable to common shareholders	215

The unaudited pro forma combined financial information above is based on the historical financial statements of Smurfit Kappa,

WestRock, and Smurfit Westrock, and is not indicative of the results of operations that would have been achieved if the Merger had

occurred on January 1, 2023, nor is it indicative of future results. The unaudited pro forma combined financial information has been

prepared by applying the accounting policies of Smurfit Westrock and includes, where applicable, adjustments for the following

factually supportable items or transactions, directly attributable to the Merger: (i) elimination of intercompany activity; (ii)

incremental depreciation expense from the preliminary fair value adjustments to property, plant and equipment; (iii) amortization

expense from the preliminary fair value adjustments to acquired intangible assets; (iv) incremental stock-based compensation expense

associated with the Merger; (v) interest expense for acquisition financing and the amortization of the fair value adjustment to debt

assumed; (vi) removal of pension and other postretirement amortization expense resulting from the fair value adjustment to acquired

WestRock pension and other post-employment benefit assets and liabilities; (vii) changes to align accounting policies; and (viii)

associated tax-related impacts of adjustments.

Smurfit Westrock plc

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

2. Acquisitions - continued

The unaudited pro forma combined financial information also reflects a pro forma adjustment to remove $55 million of non-recurring

transaction-related costs recorded during the three months ended March 31, 2024 of both Smurfit Kappa and Westrock directly

attributable to the Merger and to reflect these in 2023, as if the Merger had occurred on January 1, 2023.

These pro forma adjustments are based on available information as of the date hereof and upon assumptions that the Company

believes are reasonable to reflect the impact of the Merger on the Company’s historical financial information on a supplemental pro

forma basis. Adjustments do not include costs related to integration activities, cost savings or synergies that have been or may be

achieved by the combined business.

For more details related to the transaction with Westrock, refer to “Note 2. Acquisitions” of the 2024 Consolidated Financial

Statements.

3. Segment Information

We report our financial results of operations in the following three reportable segments:

i.North America, which includes operations in the U.S., Canada and Mexico.

ii.Europe, the Middle East and Africa (“MEA”) and Asia-Pacific (“APAC”).

iii.Latin America (“LATAM”), which includes operations in Central America and Caribbean, Argentina, Brazil, Chile, Colombia,

Ecuador and Peru.

Segment profitability is measured based on Adjusted EBITDA, defined as income before income taxes, unallocated corporate costs,

depreciation, depletion and amortization, interest expense, net, pension and other postretirement non-service income (expense), net,

share-based compensation expense, other expense, net, amortization of fair value step up on inventory, transaction and integration-

related expenses associated with the Combination and other specific items that management believes are not indicative of the ongoing

operating results of the business.

The chief operating decision maker (“CODM”) uses Adjusted EBITDA for each segment predominantly: to forecast and assess the

performance of the segments, individually and comparatively; to set pricing strategies for the segments; and to make decisions about

the allocation of operating and capital resources to each segment strategically, in the annual budget and in the quarterly forecasting

process. The CODM considers budget, or forecast, -to-actual variances on a quarterly and annual basis for segment Adjusted EBITDA

to inform these decisions.

Significant segment expenses are segment cost of sales and segment selling, general and administrative expenses. Segment cost of

sales primarily include raw materials, direct labor and plant overhead costs. Segment selling, general and administrative expenses

primarily include compensation and benefits, external professional fees and other operating costs. Both segment cost of sales and

segment selling, general and administrative expenses exclude certain adjustments that management believes are not indicative of the

operating results of the business.

Smurfit Westrock plc

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

3. Segment Information - continued

The following tables show selected financial data for our segments.

Three months ended March 31, 2025	North America	Europe, MEA<br><br>and APAC	LATAM
Net sales (unaffiliated customers)	$4,578	$2,576	502
Add net sales (intersegment)	91	6	11
Net sales (aggregate)	$4,669	$2,582	513
Less segment expenses:
Segment cost of goods sold	$(3,387)	$(1,902)	(347)
Segment selling, general and administrative expenses	(497)	(291)	(51)
	$(3,884)	$(2,193)	(398)
Segment Adjusted EBITDA	$785	$389	115
Unallocated corporate costs
Depreciation, depletion and amortization
Transaction and integration-related expenses associated with<br><br>the Combination
Interest expense, net
Pension and other postretirement non-service income, net
Share-based compensation expense
Other expense, net
Other adjustments
Income before income taxes

All values are in US Dollars.

Other adjustments in the table above include restructuring costs of $15 million and losses at closed facilities of $2 million.

Smurfit Westrock plc

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

3. Segment Information - continued

Three months ended March 31, 2024	North America	Europe, MEA<br><br>and APAC	LATAM
Net sales (unaffiliated customers)	$412	$2,190	328
Add net sales (intersegment)	—	4	13
Net sales (aggregate)	$412	$2,194	341
Less segment expenses:
Segment cost of goods sold	$(304)	$(1,548)	(256)
Segment selling, general and administrative expenses	(49)	(261)	(31)
	$(353)	$(1,809)	(287)
Segment Adjusted EBITDA	$59	$385	54
Unallocated corporate costs
Depreciation, depletion and amortization
Transaction and integration-related expenses associated with<br><br>the Combination
Interest expense, net
Pension and other postretirement non-service expense, net
Share-based compensation expense
Other expense, net
Other adjustments
Income before income taxes

All values are in US Dollars.

Other adjustments in the table above includes a reimbursement of a fine from the Italian Competition Authority of $18 million.

	Three months ended March 31,
	2025	2024
Capital expenditures:
North America	$293	$29
Europe, MEA and APAC	139	126
LATAM	38	45
Total reportable segments	$470	$200
Corporate	7	8
Total capital expenditures	$477	$208

Smurfit Westrock plc

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

3. Segment Information - continued

Total assets by segment were:

	March 31,	December 31,
	2025	2024
Assets:
North America	$29,150	$29,078
Europe, MEA and APAC	11,389	10,723
LATAM	3,368	3,180
Total reportable segments	$43,907	$42,981
Corporate(1)	742	778
Total assets	$44,649	$43,759

(1) Corporate assets are composed primarily of Property, plant and equipment, net, Deferred tax assets, Recoverable or refundable

income taxes and Cash and cash equivalents.

4. Revenue Recognition

Disaggregated Revenue

ASC 606, “Revenue from Contracts with Customers”, requires that we disaggregate revenue from contracts with customers into

categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

The following tables summarize our disaggregated revenue with unaffiliated customers by product type and segment for the three

months ended March 31, 2025 and 2024. Net sales are attributed to segments based on the location of production.

	Three months ended March 31, 2025
	North America	Europe, MEA<br><br>and APAC	LATAM	Total
Revenue by product:
Paper	$1,126	$410	$46	$1,582
Packaging	3,452	2,166	456	6,074
Total	$4,578	$2,576	$502	$7,656	Three months ended March 31, 2024
---	---	---	---	---
	North America	Europe, MEA<br><br>and APAC	LATAM	Total
Revenue by product:
Paper	$27	$334	$16	$377
Packaging	385	1,856	312	2,553
Total	$412	$2,190	$328	$2,930

Packaging revenue is derived mainly from the sale of corrugated and consumer packaging products. The remainder of packaging

revenue is composed of bag-in-box, packaging solutions and other paper-based packaging products.

Smurfit Westrock plc

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

4. Revenue Recognition - continued

Revenue Contract Balances

Contract assets relate to the manufacture of certain products that have no alternative use to us, with right to payment for performance

completed to date on these products, including a reasonable profit. Contract assets are reduced when the customer takes title to the

goods and assumes the risks and rewards for the goods. Contract liabilities represent obligations to transfer goods or services to a

customer for which we have received consideration and are reduced once control of the goods is transferred to the customer.

Contract assets and contract liabilities are reported within “Other current assets” and “Other current liabilities”, respectively, on the

Condensed Consolidated Balance Sheets.

	Contract<br><br>Assets<br><br>(Short-Term)	Contract<br><br>Liabilities<br><br>(Short-Term)
Beginning balance - January 1, 2025	$197	$5
Decrease	(2)	(1)
Ending balance - March 31, 2025	$195	$4

5. Transaction and Integration-related Costs Associated with the Combination

The following table summarizes the transaction and integration costs associated with the Combination:

	Three months ended March 31,
	2025	2024
Transaction-related costs associated with the Combination	$(2)	$(23)
Integration-related costs associated with the Combination	(34)	—
Total transaction and integration-related costs associated with the Combination	$(36)	$(23)

Transaction-related Costs Associated with the Combination

Transaction-related costs associated with the Combination comprise of banking and financing related costs as well as legal and other

professional services which are directly attributable to the Combination and retention payments that are contractually committed to

and associated with the successful completion of the Combination.

Integration-related Costs Associated with the Combination

We incur integration costs post-acquisition that reflect work performed to facilitate merger and acquisition integration and primarily

consist of professional services and personnel and related expenses, such as work associated with information systems. We consider

transaction and integration costs to be corporate costs regardless of the segment or segments involved in the transaction.

6. Accounts Receivable, net

Accounts receivable consists of the following:

	March 31,	December 31,
	2025	2024
Gross accounts receivable	$4,761	$4,339
Less: Allowances	(213)	(222)
Accounts receivable, net	$4,548	$4,117

Allowances include the reserves for allowance for estimated credit impairment losses, returns, early settlement discounts and rebates

(where netting requirements are met).

Smurfit Westrock plc

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

7. Inventories

Inventories are as follows:

	March 31,	December 31,
	2025	2024
Finished goods	$1,403	$1,374
Work-in-progress	210	206
Raw materials	1,353	1,288
Consumables and spare parts	704	682
Inventories	$3,670	$3,550

8. Property, Plant and Equipment, net

Property, plant and equipment consists of the following:

	March 31,	December 31,
	2025	2024
Land and buildings	$5,486	$5,337
Plant and equipment	22,960	22,306
Construction in progress	1,621	1,517
Finance lease right-of-use assets	432	419
Property, plant and equipment at cost, excluding forestlands	30,499	29,579
Less: Accumulated depreciation and amortization	(7,977)	(7,155)
Property, plant and equipment, net, excluding forestlands	$22,522	$22,424
Forestlands, net of depletion	270	251
Property, plant and equipment, net	$22,792	$22,675

Depreciation, depletion and amortization expense for the three months ended March 31, 2025 and 2024 was $569 million and $136

million, respectively and is recognized within “Cost of goods sold” and “Selling, general and administrative expenses” in the

Condensed Consolidated Statements of Operations.

Non-cash additions to property, plant and equipment included within accounts payable were $277 million and $384 million at

March 31, 2025 and at December 31 2024, respectively.

9. Interest

The components of interest expense, net are as follows:

	Three months ended March 31,
	2025	2024
Interest expense	$(195)	$(37)
Interest income	28	12
Interest expense, net	$(167)	$(25)

Total cash paid for interest, net of interest received was $133 million and $30 million for the three months ended March 31, 2025 and

2024, respectively. Of this, capitalized interest paid was $7 million and $1 million for the three months ended March 31, 2025 and

2024, respectively.

Smurfit Westrock plc

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

10. Fair Value Measurement

The carrying values, net of deferred debt issuance costs, and estimated fair values of debt with fixed interest rates (classified as Level

2 in the fair value hierarchy) were as follows:

	March 31, 2025		December 31, 2024
	Book Value	Fair Value	Book Value	Fair Value
Debt with fixed interest rates	$11,498	$11,410	$11,370	$11,289

The fair value of the Company's debt with fixed interest rates is based on quoted market prices. With the exception of debt with fixed

interest rates, the carrying amounts of all other debt instruments approximate their fair values. The variable nature and repricing dates

of the receivables securitization facilities and the revolving credit facility result in their carrying values approximating their fair

values. Both the revolving credit facility and the receivables securitization facilities are classified as Level 2 in the fair value

hierarchy.

Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis

The Company measures and records certain assets and liabilities, including derivative instruments at fair value. The following table

summarizes the fair value of these instruments, which are measured at fair value on a recurring basis, by level, within the fair value

hierarchy:

	Level 1		Level 2
	March 31,	December 31,	March 31,	December 31,
	2025	2024	2025	2024
Assets
Other Investments:
Listed	$2	$2	$—	$—
Unlisted	—	—	10	10
Derivatives in cash flow hedging relationships	—	—	3	3
Derivatives not designated as hedging instruments	—	—	38	11
Assets measured at fair value	$2	$2	$51	$24
Liabilities
Derivatives in cash flow hedging relationships	$—	$—	$4	$1
Derivatives not designated as hedging instruments	—	—	1	13
Liabilities measured at fair value	$—	$—	$5	$14

There were no assets or liabilities, which are measured at fair value on a recurring basis, classified as Level 3 in the fair value

hierarchy for the periods presented.

The fair value of listed financial assets is determined by reference to their bid price at the reporting date. Unlisted financial assets are

valued using recognized valuation techniques for the underlying security including discounted cash flows and similar unlisted equity

valuation models.

The fair value of foreign currency forwards, cross currency swaps and energy hedging contracts is based on their listed market price, if

available. If a listed market price is not available, then fair value is estimated by discounting the difference between the contractual

forward price and the current forward price for the residual maturity of the contract using a risk-free interest rate (based on

government bonds).

The fair value of natural gas commodity derivatives is estimated based on observable inputs such as commodity future prices.

Smurfit Westrock plc

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

10. Fair Value Measurement - continued

We have financial instruments related to supplemental retirement savings plans ("Supplemental Plans") that are recognized at fair

value. These Supplemental Plans are nonqualified deferred compensation plans where participants’ accounts are credited with

investment gains and losses in accordance with their investment election or elections. The investment alternatives under the

Supplemental Plans are generally similar to investment alternatives available under 401(k) plans. Assets and liabilities held in respect

of these Supplemental Plans were carried at $190 million and $163 million, respectively, as of March 31, 2025 (December 31, 2024:

$185 million and $168 million, respectively).

Assets and Liabilities Measured and Recorded at Fair Value on a Non-recurring Basis

In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company records certain assets and liabilities

at fair value on a non-recurring basis. This includes assets acquired and liabilities assumed as a result of business combinations or non-

monetary exchanges, situations where events or changes in circumstances indicate the carrying value may not be recoverable, or when

they are deemed to be other than temporarily impaired. These assets include property, plant, and equipment, goodwill and other

intangible assets, assets and disposal groups held for sale and other non-current assets. The fair values of these assets are determined,

when applicable, based on valuation techniques using the best information available, and may include quoted market prices,

observable price for similar assets, market comparables, and discounted cash flow projections. These non-recurring fair value

measurements are considered to be Level 3 in the fair value hierarchy.

For more details on the measurement of assets acquired and liabilities assumed as part of business combinations affecting the period

balances, refer to “Note 2. Acquisitions”

Accounts Receivable Monetization Agreements

The following table presents a summary of the accounts receivable monetization agreements for the three months ended March 31,

2025:

Receivable from financial institutions at December 31, 2024	$—
Receivables sold to the financial institutions and derecognized	(657)
Receivables collected by financial institutions	696
Cash payments to financial institutions	(39)
Receivable from financial institutions at March 31, 2025	$—

Receivables sold under these accounts receivable monetization agreements as of the balance sheet date were approximately $686

million.

Cash proceeds or payments related to the receivables sold are included in “Net cash provided by operating activities” in the Condensed

Consolidated Statements of Cash Flows in the “Accounts receivable” line item. The expense related to the sale of receivables was $10

million for the three months ended March 31, 2025. The expense recorded may vary depending on current rates and levels of

receivables sold and is recorded in “Other expense, net” in the Condensed Consolidated Statements of Operations. Although the sales

are made without recourse, we maintain continuing involvement with the receivables sold as we provide collections services related to

the transferred assets. The associated servicing liability is not material given the high credit quality of the customers underlying the

receivables and the anticipated short collection period.

Smurfit Westrock plc

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

11. Debt

The following were individual components of debt:

	March 31,	December 31,
	2025	2024
$292 million senior debentures due 2025	$292	$292
$500 million senior notes due 2027	481	479
$700 million receivables securitization due 2027	550	435
€750 million senior notes due 2027	812	781
$500 million senior notes due 2028	482	481
$600 million senior notes due 2028	581	580
€230 million receivables securitization variable funding notes due 2029	162	5
€500 million senior green notes due 2029	541	520
$750 million senior notes due 2029	749	749
$400 million senior notes due 2030	452	454
$750 million senior green notes due 2030	749	749
$300 million senior notes due 2031	339	339
$76 million senior notes due 2032	81	82
$500 million senior notes due 2032	473	473
€600 million senior green notes due 2032	650	624
€500 million senior green notes due 2033	541	519
$600 million senior notes due 2033	516	514
$1,000 million senior green notes due 2034	1,000	1,000
$850 million senior green notes due 2035	850	850
€600 million senior green notes due 2036	650	624
$3 million senior notes due 2037	3	3
$150 million senior notes due 2047	175	175
$1,000 million senior green notes due 2054	1,000	1,000
Commercial paper	793	546
Vendor financing and commercial card programs	105	116
Term loan facilities	600	600
Bank loans	106	120
Finance lease obligations	541	539
Bank overdrafts	7	9
Total debt, excluding debt issuance costs	14,281	13,658
Debt issuance costs	(62)	(63)
Total debt	14,219	13,595
Less: Current portion of debt	(1,300)	(1,053)
Non-current debt due after one year	$12,919	$12,542

For the terms attached to the senior notes, the revolving credit facility, the term loans and the commercial paper programs, refer to the

narrative included in “Note 14. Debt” of the 2024 Consolidated Financial Statements. The carrying amount of borrowings which are

designated as net investment hedges, as outlined therein, has not changed materially and no ineffectiveness was recognized in the

period.

At March 31, 2025, all of our debt was unsecured with the exception of our receivables securitization facilities and finance lease

obligations.

Smurfit Westrock plc

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

11. Debt - continued

Senior Notes Issued and Redeemed

There were no significant transactions during the period in relation to the senior notes. Certain notes were subject to an exchange offer

filed past the period end. For further details, refer to "Note 18. Subsequent Events".

Receivables Securitization Facilities

We have three trade receivables securitization programs. The first program has a facility size of €100 million and is scheduled to

mature in December

2029.

The second program has a facility size of €230 million and is scheduled to mature in December 2029. The

third program has a facility size of $700 million and is due to mature in June 2027. For the terms attached to these programs, refer to

the narrative included in “Note 14. Debt” of the 2024 Consolidated Financial Statements.

As of March 31, 2025, the gross amount of receivables collateralizing the €100 million 2029 trade receivables securitization program

was €312 million (December 31, 2024: €318 million). As of March 31, 2025, maximum available borrowings, excluding amounts

outstanding under this facility, were $108 million (December 31, 2024: $104 million).

As of March 31, 2025, the gross amount of receivables collateralizing the €230 million 2029 trade receivables securitization program

was €435 million (December 31, 2024: €421 million). As of March 31, 2025 maximum available borrowings, excluding amounts

outstanding under this facility, were $87 million (December 31, 2024: $234 million).

As of March 31, 2025, the gross amount of receivables collateralizing the maximum available borrowings of the $700 million 2027

program was $1,079 million (December 31, 2024: $1,077 million). As of March 31, 2025, maximum available borrowings were

$688

million (December 31, 2024: $676 million). As of March 31, 2025, amounts available for borrowing under this facility (excluding

amounts utilized), were $138 million (December 31, 2024: $241 million).

We have continuing involvement with the underlying receivables as we provide credit and collection services pursuant to the

underlying agreement.

12. Income Taxes

The effective tax rate for the three months ended March 31, 2025 was 2.1%. The effective tax rate was primarily impacted by the tax

benefit associated with the resolution of $72 million of unrecognized tax benefits (due to the lapse of the statute of limitations), along

with the release of $24 million of accrued interest and penalties associated with the unrecognized tax benefits. The effective tax rate

was further impacted by the geographical mix of where earnings are generated and certain non-deductible expenses.

The effective tax rate for the three months ended March 31, 2024 was 28.5%. The effective tax rate was impacted by the geographical

mix of where earnings are generated, as well as certain non-taxable earnings and non-deductible expenses.

During the three months ended March 31, 2025 and March 31, 2024, cash paid for income taxes, net of refunds, was $107 million and

$18 million, respectively.

Smurfit Westrock plc

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

13. Retirement Plans

The net periodic benefit cost recognized in the Condensed Consolidated Statements of Operations is composed of the following:

	Defined Benefit Pension Plans
	U.S. Plans		Non-U.S. Plans
	Three months ended March 31,		Three months ended March 31,
	2025	2024	2025	2024
Service cost	$5	$—	$9	$6
Interest cost	52	1	34	22
Expected return on assets	(68)	(1)	(35)	(22)
Amortization of:
Net actuarial loss	—	—	8	10
Prior service credit	—	—	(1)	—
Net periodic benefit (income) cost	$(11)	$—	$15	$16	Other Postretirement Benefit Plans
---	---	---
	Three months ended March 31,
	2025	2024
Service cost	$1	$1
Interest cost	1	—
Net periodic benefit cost	$2	$1

Service cost is included within “Cost of goods sold” and “Selling, general and administrative expenses” while all other components

are recorded within “Pension and other postretirement non-service income (expense), net”.

Pension Plan Contributions and Benefit Payments

Established funding standards govern the funding requirements for our qualified and approved pension plans in various jurisdictions.

We fund the benefit payments of our non-qualified or unfunded plans as benefit payments come due.

The Company’s contributions to the plans were as follows:

	Three months ended March 31,
	2025	2024
Defined Benefit Pension Plans Contributions	$26	$24
Other Postretirement Benefit Plans Contributions	3	1

Multiemployer Plans

As a result of the acquisition of WestRock, we participate in several multiemployer pension plans (“MEPP” or “MEPPs”) that provide

retirement benefits to certain union employees in accordance with various collective bargaining agreements and WestRock has

participated in other MEPPs in the past. The multiemployer plan expense was immaterial for the three months ended March 31, 2025.

In the normal course of business, we evaluate our potential exposure to MEPPs, including potential withdrawal liabilities.

At March 31, 2025, we had recorded withdrawal liabilities of $130 million (December 31, 2024: $131 million).

Smurfit Westrock plc

Notes to Condensed Consolidated Financial Statements

(in millions, except per share data)

14. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:

	Three months ended March 31,
	2025	2024
Numerator:
Net income attributable to common shareholders	$384	$191
Denominator:
Basic weighted average shares outstanding	521	259
Effect of dilutive share options	5	1
Diluted weighted average shares outstanding	526	260
Basic earnings per share attributable to common shareholders	$0.74	$0.74
Diluted earnings per share attributable to common shareholders	$0.73	$0.73

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume

conversion of all dilutive potential ordinary shares. These comprise of restricted stock units, performance stock units and performance

shares issued under the Company’s long-term incentive plans.

For the three months ended March 31, 2025, and 2024, respectively, there were no material weighted average share-based

compensation awards excluded from the diluted earnings per share computation because the effect would have been antidilutive.

15. Commitments and Contingencies

Brazil Tax Liability

Our subsidiary, WestRock, is challenging claims by the Brazil Federal Revenue Department that we underpaid taxes as a result of

amortization of goodwill generated by the 2002 merger of two of its Brazilian subsidiaries. The matter has proceeded through the

Brazil Administrative Council of Tax Appeals (“CARF”) principally in two proceedings, covering tax years 2003 to 2008 and 2009 to

WestRock was assessed additional taxes, penalties, and interest in both CARF proceedings. In the proceeding for the tax years

2003 to 2008, WestRock was also assessed penalties and interest for fraud, but WestRock won the fraud claim in the proceeding for

the tax years 2009 to 2012. WestRock subsequently filed two lawsuits in Brazilian federal courts seeking annulment of the adverse

CARF decisions. In February 2025, the federal court adjudicating the WestRock challenge to CARF's decision against WestRock for

the 2003 and 2008 period issued a ruling in favor of WestRock nullifying the financial assessments in that case. The decision of the

federal court was appealed by the tax authorities.

We assert that we have no liability in these matters. The total amount in dispute in the two cases before CARF and in the annulment

actions relating to the claimed tax deficiency was R$761 million ($132 million) as of March 31, 2025, including various penalties and

interest. Resolution of the tax positions could have a material adverse effect on our cash flows and results of operations or materially

benefit our results of operations in future periods depending upon their ultimate resolution.

Smurfit Westrock plc

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

15. Commitments and Contingencies- continued

Asbestos-Related Litigation

We have been named as a defendant in asbestos-related personal injury litigation, primarily in relation to the historical operations of

certain companies that have been acquired by the Company. To date, the costs resulting from the litigation, including settlement costs,

have not been significant. We accrue for the estimated value of pending claims and litigation costs using historical claims information,

as well as the estimated value of future claims based on our historical claims experience. As of March 31, 2025, there were

approximately 690 such lawsuits. We believe that we have substantial insurance coverage, subject to applicable deductibles and policy

limits, with respect to asbestos claims. We also believe we have valid defenses to these asbestos-related personal injury claims and

intend to continue to contest these matters vigorously. Should the Company’s litigation profile change substantially, or if there are

adverse developments in applicable law, it is possible that the Company could incur significantly more costs resolving these cases. We

record asbestos-related insurance recoveries that are deemed probable. In assessing the probability of insurance recovery, we make

judgments concerning insurance coverage that we believe are reasonable and consistent with our historical dealings and our

knowledge of any pertinent solvency issues surrounding the insurers. The Company currently does not expect the resolution of

pending asbestos litigation and proceedings to have a material adverse effect on the Company’s results of operations, financial

condition or cash flows. As of March 31, 2025, the Company had estimated liabilities in respect of these matters of $69 million and

estimated insurance recoveries of $45 million.

Italian Competition Authority Investigation

In August 2019, the Italian Competition Authority (the “AGCM”) notified approximately 30 companies, of which Smurfit Kappa

Italia, a subsidiary of Smurfit Westrock, was one, that an investigation had found the companies to have engaged in anti-competitive

practices, in relation to which the AGCM levied a fine of approximately $138 million on Smurfit Kappa Italia, which was paid in

2021.

In October 2019, Smurfit Kappa Italia appealed the AGCM’s decision to the First Administrative Court of Appeal (TAR Lazio),

however Smurfit Kappa Italia was later notified that this appeal had been unsuccessful. In September 2021, Smurfit Kappa Italia filed

a further appeal to the Council of State which published its ruling in February 2023. While some grounds of appeal were dismissed,

the Council of State upheld Smurfit Kappa Italia’s arguments regarding the quantification of the fine. As a result, the AGCM was

directed to recalculate Smurfit Kappa Italia’s fine. On March 7, 2024, the AGCM notified Smurfit Kappa Italia that its fine had been

reduced by approximately $18 million. Smurfit Kappa Italia has appealed the amount of this reduction and a decision on that appeal is

expected later in 2025.

Separate to these proceedings regarding the fine, in May 2023, Smurfit Kappa Italia filed an application with the Council of State for

revocation of the February 2023 ruling to the extent that it failed to consider certain pleas that had been raised by Smurfit Kappa Italia

on appeal. One such plea is to be (re-)assessed by the Council of State, which, if successful, could determine the partial annulment of

the August 2019 AGCM decision, although this would not impact the size of the fine levied on Smurfit Kappa Italia. A decision is

expected later in 2025.

After publication of the AGCM’s August 2019 decision, a number of purchasers of corrugated sheets and boxes initiated litigation

proceedings against Smurfit Kappa companies, alleging that they were harmed by the alleged anti-competitive practices and seeking

damages. In addition, other parties have threatened litigation against Smurfit Westrock seeking damages (either specified or

unspecified). The Company believes it has significant defenses to the damages claims and intends to vigorously defend the current and

any future litigation.

Smurfit Westrock plc

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

15. Commitments and Contingencies - continued

International Arbitration Against Venezuela

Smurfit Kappa, which is now a subsidiary of Smurfit Westrock, announced in 2018 that due to the Government of Venezuela’s

measures, Smurfit Kappa no longer exercised control over the business of Smurfit Kappa Carton de Venezuela. Smurfit Kappa’s

Venezuelan operations were therefore deconsolidated in the third quarter of 2018. Later that year, Smurfit Kappa’s wholly owned

subsidiary, Smurfit Holdings BV, filed an international arbitration claim against the Bolivarian Republic of Venezuela before the

World Bank’s International Center for Settlement of Investment Disputes (“ICSID”) seeking compensation for Venezuela’s unlawful

seizure of its Venezuelan business as well as for other arbitrary, inconsistent and disproportionate State measures that destroyed the

value of its investments in Venezuela. Following the exchange of written submissions, an oral hearing was held in September 2022 in

Paris.

On August 28, 2024, upon the completion of its deliberations, the arbitral tribunal issued an award granting Smurfit Holdings BV,

then a wholly owned subsidiary of Smurfit Westrock, compensation in excess of $469 million, plus legal costs of $5 million, plus

interest from May 31, 2024, until the date of payment (the “Award”). In September 2024 Smurfit Holdings BV initiated proceedings

against the Bolivarian Republic of Venezuela to enforce the Award. In December 2024, the Bolivarian Republic of Venezuela applied

to ICSID to annul the Award. An Annulment Committee has since been formed by ICSID to decide on this application.

Other Litigation

We are a defendant in a number of other lawsuits and claims arising out of the conduct of our business. While the ultimate results of

such suits or other proceedings against us cannot be predicted as of the date of this Quarterly Report on Form 10-Q, we believe the

resolution of these other matters will not have a material adverse effect on our results of operations, financial condition or cash flows.

16. Variable Interest Entities

Trade Receivables Securitization Arrangements

The Company is a party to arrangements involving securitization of its trade receivables. The arrangements required the establishment

of certain special purpose entities namely Smurfit Kappa International Receivables DAC, Smurfit Kappa Receivables plc and Smurfit

Kappa European Packaging DAC (a subsidiary of Smurfit Kappa Receivables plc). The sole purpose of the securitization entities is the

raising of finance for the Company using the receivables generated by certain operating entities, as collateral. All entities are

considered to be Variable Interest Entities (“VIEs”).

The Company is the primary beneficiary of Smurfit Kappa International Receivables DAC, Smurfit Kappa European Packaging DAC

and Smurfit Kappa Receivables plc, through various financing arrangements and due to the fact that it is responsible for the entities’

most significant economic activities.

The carrying values of the restricted asset and limited recourse liability as of March 31, 2025 ($809 million and $162 million,

respectively) and as of December 31, 2024 ($765 million and $5 million, respectively) approximate their fair values due to the short-

term nature of the securitized assets and the floating rates of the liabilities.

Timber Note Receivable Securitization Arrangement

The Company is also a party to an arrangement involving securitization of its note receivable. Pursuant to the sale of forestlands in

2007, a special purpose entity (“SPE”) namely MeadWestvaco Timber Notes Holding, LLC (“MWV TN”) received an installment

note receivable in the amount of $398 million (“Timber Note”). Using this installment note as collateral, the SPE received proceeds

under secured financing agreements, which is recorded as a non-recourse liability.

Smurfit Westrock plc

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

16. Variable Interest Entities - continued

Timber Note Receivable Securitization Arrangement - continued

Using the Timber Note as collateral, MWV TN received $338 million in proceeds under a secured financing agreement with a bank.

Under the terms of the agreement, the liability from this transaction is non-recourse to the Company and is payable from the Timber

Note proceeds upon its maturity in October 2027. As a result, the Timber Note is not available to satisfy any obligations of the

Company. MWV TN can elect to prepay at any time the liability in whole or in part, however, given that the Timber Note is not

prepayable, MWV TN expects to repay the liability at maturity from the Timber Note proceeds.

The Company is the primary beneficiary of MWV TN through various financing arrangements and due to the fact that it is responsible

for the entity’s most significant economic activities. This entity is considered to be a VIE.

The carrying values of the restricted asset and non-recourse liability as of March 31, 2025 ($388 million and $333 million,

respectively) and as of December 31, 2024 ($387 million and $333 million, respectively) approximate their fair values due to their

floating rates. The fair values of the restricted assets and non-recourse liabilities are classified as level 2 within the fair value

hierarchy.

Green Power Solutions

Green Power Solutions of Georgia, LLC (“GPS”) is a joint venture providing steam to the Company and electricity to a third party

client. The Company owns a 48% interest in GPS and the majority of the debt issued through the entity SP Fiber Holdings Inc. (“SP

Fiber”), a 100% owned subsidiary. Based on the commercial and financial relationships in force between SP Fiber and GPS, it has

been determined that the SP Fiber has a controlling financial interest in and is the primary beneficiary of GPS. The vehicle held

unrestricted cash of $2 million and $2 million as of March 31, 2025 and December 31, 2024, respectively.

The carrying amounts of the assets and liabilities of VIEs reported within the Condensed Consolidated Balance Sheets are set out in

the following table:

	March 31,	December 31,
	2025	2024
Assets
Current assets:
Cash and cash equivalents	$7	$2
Accounts receivable	806	767
Non-current assets:
Property, plant and equipment, net	59	60
Other non-current assets	390	389
Total assets	$1,262	$1,218
Liabilities
Current liabilities:
Accounts payable	$5	$6
Current portion of debt	—	2
Other current liabilities	2	2
Non-current liabilities:
Non-current debt due after one year	165	8
Other non-current liabilities	335	335
Total liabilities	$507	$353

Smurfit Westrock plc

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

17. Accumulated Other Comprehensive Loss

The tables below summarize the changes in accumulated other comprehensive loss by component for the three months ended

March 31, 2025 and 2024:

	Foreign<br><br>Currency<br><br>Translation	Cash Flow<br><br>Hedges	Defined Benefit<br><br>Pension and<br><br>Postretirement<br><br>Plans	Other Reserves(1)	Total(2)
Balance at December 31, 2023	$789	$16	$793	$(751)	$847
Other comprehensive loss (income)	116	3	(16)	—	103
Balance at March 31, 2024	$905	$19	$777	$(751)	$950
Balance at December 31, 2024	$1,684	$16	$497	$(751)	$1,446
Other comprehensive (income) loss	(378)	(3)	14	—	(367)
Balance at March 31, 2025	$1,306	$13	$511	$(751)	$1,079

(1) This relates to a reverse acquisition reserve which arose on the creation of a new parent of the Company prior to the United

Kingdom and Ireland listings.

(2) All amounts are net of tax and noncontrolling interest.

A summary of the components of other comprehensive income (loss), including noncontrolling interest, for the three months ended

March 31, 2025, and

2024

, is as follows:

	Three months ended March 31,
	2025			2024
	Pre-Tax	Tax	Net of<br><br>Tax	Pre-Tax	Tax	Net of<br><br>Tax
Foreign currency translation gain (loss)	$378	$—	$378	$(116)	$—	$(116)
Defined benefit pension and other post-retirement benefit plans:
Net actuarial loss arising during period	—	—	—	(1)	—	(1)
Amortization and settlement recognition of net actuarial loss	8	1	9	10	(3)	7
Amortization of prior service credit	(1)	—	(1)	—	—	—
Foreign currency (loss) gain - pensions	(22)	—	(22)	10	—	10
Derivatives:
Changes in fair value of cash flow hedges	3	—	3	(3)	—	(3)
Consolidated other comprehensive income (loss)	366	1	367	(100)	(3)	(103)
Less: Other comprehensive (income) loss attributable to noncontrolling interests	—	—	—	—	—	—
Other comprehensive income (loss) attributable to common shareholders	$366	$1	$367	$(100)	$(3)	$(103)

Smurfit Westrock plc

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

18. Subsequent Events

Offer to Exchange Previously Unregistered Notes

On April 3, 2025, the Company and certain of its direct and indirect wholly owned subsidiaries (the “Obligor Group”) filed with the

SEC a registration statement on Form S-4, with respect to an offer to exchange unregistered senior unsecured notes of $2,750 million

principal amount previously issued on April 3, 2024 (see “Note 2. Acquisitions” of the 2024 Consolidated Financial Statements) and

unregistered senior unsecured notes of $850 million principal amount previously issued on November 26, 2024 (collectively, the

“Original Notes”) for registered notes of the same aggregate principal amount, interest and maturity dates and coupons (the “New

Notes”). The terms of the New Notes are identical in all material respects to the Original Notes except for the New Notes will not have

any transfer restrictions, registration rights or additional interest provisions. No new proceeds will be received by the Obligor Group in

connection with the exchange offer. The SEC declared the registration statement effective on April 23, 2025 and the exchange offer

commenced that same day and is scheduled to expire on May 21, 2025.

Capacity Reduction and Facility Closures

On April 30, 2025, the Company announced it will permanently close the Company’s coated recycled board (“CRB”) mill in St. Paul,

Minnesota, U.S. and will discontinue production at its containerboard mill in Forney, Texas, U.S. (the “Mill Closures”). The Company

has also initiated consultations with local works councils in Germany with a view to permanently closing two converting facilities

there (together with the Mill Closures, the “Closures”). Approximately 650 employees in the U.S. and Germany will be impacted as a

result of the Closures. The Mill Closures are expected to reduce the Company’s containerboard and CRB capacity by over 500,000

tons annualized.

The Company expects to incur aggregate (i) pre-tax cash charges of approximately $99 million associated with the Closures,

consisting of approximately $42 million in severance payments and $57 million in other restructuring costs and (ii) pre-tax non-cash

asset impairment charges of approximately $188 million. The Company will recognize $226 million of the charges in the second

quarter of 2025 and the remaining amount of $61 million is expected to be recognized over the remainder of 2025 and into 2026.

Headcount reductions are subject to local regulatory requirements. The estimate of charges that the Company expects to incur and the

timing thereof are subject to a number of assumptions and actual results may differ from current expectations and initial estimates.

Dividend Approval

On May 1, 2025, the Company announced that its Board approved a quarterly dividend of $0.4308 per share on its ordinary shares.

The quarterly dividend of $0.4308 per ordinary share is payable June 18, 2025 to shareholders of record at the close of business on

May 16, 2025.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of Smurfit Westrock’s financial condition and results of operations should be read in

conjunction with Smurfit Westrock’s Unaudited Condensed Consolidated Financial Statements and their related notes included

elsewhere in this Quarterly Report on Form 10-Q and our audited Consolidated Financial Statements and their related notes for the

year ended December 31, 2024, as well as the information under the heading “Management’s Discussion and Analysis of the

Financial Condition and Results of Operations” that were disclosed in the Form 10-K for the year ended December 31, 2024, as filed

with the U.S. Securities and Exchange Commission (the “SEC”) on March 7, 2025 (the “2024 Form 10-K”). This discussion contains

forward-looking statements that involve risks and uncertainties. Smurfit Westrock’s future results could differ materially from the

results discussed below. More information regarding these risks and uncertainties and other important factors that could cause actual

results to differ materially from those in the forward-looking statements is set forth under the heading “Risk Factors” in Part I, Item

1A. in the 2024 Form 10-K, and as may be updated in this and other subsequent Quarterly Reports on Form 10-Q. Please also refer to

the section above entitled “Cautionary Note Regarding Forward-Looking Statements" for additional information.

Smurfit Kappa was determined to be the accounting acquirer in the Combination; therefore, the historical consolidated financial

statements of Smurfit Kappa for periods prior to the Combination were also considered to be the historical financial statements of the

Company. Unless otherwise specified or the context otherwise requires, all references to the “Company” and “Smurfit Kappa” refer

to Smurfit Kappa Group plc and its subsidiaries and their operations when referring to periods prior to the closing of the

Combination, and references to the “Company” and “Smurfit Westrock” refer to the combined company, Smurfit Westrock and its

subsidiaries, including, among others, Smurfit Kappa and WestRock, when referring to periods after the Combination.

OVERVIEW

Smurfit Westrock is one of the world's largest integrated manufacturers of paper-based packaging products in terms of volumes and

sales, with operations in North America, South America, Europe, Asia, Africa, and Australia. Smurfit Westrock partners with its

customers to provide differentiated, sustainable paper and packaging solutions that enhance its customers’ prospects of success in their

markets.

Transaction Agreement and Combination with WestRock

As described in “Note 2. Acquisitions” of the Condensed Consolidated Financial Statements, the Combination closed on July 5, 2024.

The consolidated financial statements of Smurfit Westrock following the Smurfit Kappa Share Exchange are a continuation of the

financial statements of Smurfit Kappa and therefore, the historical consolidated financial information for periods prior to the

Combination, including the comparatives presented, reflect the pre-Combination carrying values of Smurfit Kappa except for the

retrospective adjustment to reflect the Company’s legal share capital as the successor after giving effect to the Smurfit Kappa Share

Exchange.

Refer to “Note 2. Acquisitions” of the Condensed Consolidated Financial Statements for additional information related to the

accounting for the Combination.

Recent Developments

Capacity Reduction and Facility Closures

On April 30, 2025, we announced our plan to permanently close our CRB mill in St. Paul, Minnesota, U.S. and discontinue production

at our containerboard mill in Forney, Texas, U.S.. The Company has also initiated consultations with local works councils in Germany

with a view to permanently closing two converting facilities there. The mill closures are expected to reduce our capacity by over

500,000 tons. The mill closures and two converting facility closures are not expected to have a significant impact on our net sales as

we aim to match our supply with customer demand.

We expect to record approximately $287 million of certain pre-tax charges associated with these closures (including $188 million of

pre-tax non-cash asset impairment charges) over the remainder of 2025 and into 2026. See “Note 18. Subsequent Events” of the

Condensed Consolidated Financial Statements for additional information. Excluding these charges, the elimination of corresponding

fixed costs is anticipated to increase overall profitability.

EXECUTIVE SUMMARY

Smurfit Westrock’s net sales increased by $4,726 million, to $7,656 million in the three months ended March 31, 2025, from $2,930

million in the three months ended March 31, 2024. As described in greater detail below, this increase was primarily due to the

acquisition of WestRock along with a higher selling price mix, partly offset by a negative foreign currency impact and a negative

volume impact.

Net income attributable to common shareholders increased by $193 million, to $384 million in the three months ended March 31,

2025, from $191 million in the three months ended March 31, 2024. This increase was primarily due to the acquisition of Westrock,

with the positive impact of the Combination partially offset by higher interest expense. Refer to “Results of Operations” for a detailed

review of Smurfit Westrock’s performance.

Net cash provided by operating activities increased by $193 million, to $235 million in the three months ended March 31, 2025, from

$42 million in the three months ended March 31, 2024, primarily due to a $627 million increase in net income adjusted for non-cash

items, including depreciation, depletion and amortization, cash surrender value increase in excess of premiums paid, share-based

compensation expense, deferred income tax benefit, and pension and other postretirement funding more than cost. The increase in net

income adjusted for non-cash items was partially offset by the $434 million increase in the cash outflows from changes in operating

assets and liabilities as a result of the Combination and a higher selling price mix. During the three months ended March 31, 2025,

Smurfit Westrock invested $477 million in capital expenditures. The Company’s net cash inflow from changes in debt was $444

million, and it paid $225 million of cash dividends to shareholders. See the section entitled “Liquidity and Capital Resources” below

for additional information.

SIGNIFICANT FACTORS AND TRENDS AFFECTING SMURFIT WESTROCK’S RESULTS

Smurfit Westrock’s operations have been, and will continue to be, affected by many factors, some of which are beyond the Company’s

control. Smurfit Westrock’s net sales are primarily derived from the sale of containerboard, corrugated containers, paperboard,

consumer packaging, and other paper-based packaging products. As such, Smurfit Westrock’s net sales during any period are largely

influenced by volumes, prices and costs of the corrugated containers and consumer packaging products that Smurfit Westrock sells

during that period.

Volumes

In general, demand for corrugated containers and consumer packaging is closely correlated with overall economic growth and activity.

It also directionally correlates with levels of industrial production and is impacted by the trends affecting the choice of medium (paper,

plastic, glass, metal, or wood) used in the packaging of these products. As a result, demand is driven by the need for: (i) packaging

products for consumer and industrial goods, (ii) higher value-added corrugated products used for point-of-sale displays and consumer

and shelf-ready packaging, and (iii) packaging of pharmaceutical products and the growth of related industries. Normal patterns of

demand growth can be disrupted by other macroeconomic trends, including inflation, pandemics (such as the COVID-19 pandemic

and related lockdowns), and global economic and geopolitical developments (including tariffs or other trade restrictions), among

others.

Consumer patterns also play a significant role in demand for corrugated packaging and consumer packaging. In recent years, shifting

consumer behaviors have accelerated, particularly with the rise of e-commerce and increased awareness of unsustainable packaging

solutions. These trends have, to date, been beneficial for paper-based packaging, which is typically made from renewable, recyclable

materials. Changing demographics can also influence demand trends in the pharmaceutical industry, a major user of consumer

packaging.

Prices and Costs

Prices of corrugated containers and consumer packaging are primarily a function of the cyclical nature of Smurfit Westrock’s industry,

capacity and competition in the markets it operates in, prevailing raw material prices, and other operating costs, such as energy,

chemicals, and transportation, overlaying supply and demand balances.

As paper costs generally represent a large portion of the cash cost of production for corrugated containers or consumer packaging,

containerboard price movements tend to impact the prices of corrugated containers. In turn, the cost of paper is influenced by

movements in the price of its major raw materials—wood or recycled paper—along with other supply and demand factors. Smurfit

Westrock’s production processes are energy-intensive, making production costs also sensitive to the price of energy (primarily gas and

electricity), which have historically been volatile. Other key cost drivers include employee benefit expenses, largely determined by

workforce size, and shipping and handling costs, which are generally affected by fuel prices and overall labor inflation.

While many of Smurfit Westrock’s customer contracts include price adjustment clauses that allow cost increases to be passed on to

customers, these clauses may not in all cases be effective to offset rising costs. Additionally, for corrugated and consumer packaging

products, even when Smurfit Westrock is able to implement price increases, there is typically a three- to six-month lag between raw

material price hikes and the realization of higher pricing from customers.

Foreign Currency Effects

Smurfit Westrock operates in multiple countries across North America, Europe, MEA, APAC, and LATAM. As a result, currency

fluctuations can have both direct and indirect impacts on its financial statements, which are presented in U.S. dollars.

RESULTS OF OPERATIONS

The following table summarizes Smurfit Westrock’s consolidated results for the periods presented ($ in millions):

	Three months ended March 31,
	2025	2024
Net sales	$7,656	$2,930
Cost of goods sold	(6,079)	(2,220)
Gross profit	1,577	710
Selling, general and administrative expenses	(988)	(380)
Transaction and integration-related expenses associated with the Combination	(36)	(23)
Operating profit	553	307
Pension and other postretirement non-service income (expense), net	9	(10)
Interest expense, net	(167)	(25)
Other expense, net	(5)	(5)
Income before income taxes	390	267
Income tax expense	(8)	(76)
Net income	382	191
Net loss attributable to noncontrolling interests	2	—
Net income attributable to common shareholders	$384	$191

Results of operations for the three months ended March 31, 2025, compared to the three months ended March 31, 2024

Net Sales

Net sales increased by $4,726 million, to $7,656 million in the three months ended March 31, 2025, from $2,930 million in the three

months ended March 31, 2024. This increase was primarily due to the impact of $4,736 million related to the acquisition of WestRock.

Excluding the impact of this acquisition, net sales decreased by $10 million primarily resulting from a $175 million net negative

foreign currency impact and a negative volume impact of $43 million, largely offset by a $209 million positive impact due to a higher

selling price mix. See “Segment Information” below for more detail on Smurfit Westrock’s segment results.

Cost of Goods Sold

Cost of goods sold increased by $3,859 million, to $6,079 million in the three months ended March 31, 2025, from $2,220 million in

the three months ended March 31, 2024. The increase in cost of goods sold was primarily due to the impact of the acquisition of

WestRock of $3,930 million. Excluding the impact of this acquisition, cost of goods sold decreased by $71 million primarily due to

net positive foreign currency movements and lower volumes, partly offset by higher input prices.

Selling, General and Administrative (“SG&A”) Expenses

SG&A expenses increased by $608 million, to $988 million in the three months ended March 31, 2025, from $380 million in the three

months ended March 31, 2024. The increase in SG&A expenses of $608 million was primarily due to additional SG&A expenses of

$570 million related to the acquisition of WestRock.

Transaction and Integration-related Expenses Associated with the Combination

The Company incurred transaction and integration-related expenses associated with the Combination of $36 million and $23 million in

the three months ended March 31, 2025 and 2024, respectively.

Transaction-related expenses associated with the Combination were $2 million and $23 million in the three months ended March 31,

2025 and 2024, respectively. Transaction-related costs associated with the Combination comprised of banking and financing related

costs as well as legal and other professional services which were directly attributable to the Combination and retention payments that

were contractually committed to and associated with the successful completion of the Combination.

Integration-related expenses associated with the Combination were $34 million in the three months ended March 31, 2025. We incur

integration costs post-acquisition that reflect work performed to facilitate merger and acquisition integration and primarily consist of

professional services and personnel and related expenses, such as work associated with information systems.

Pension and Other Postretirement Non-Service Income (Expense), Net

Pension and other postretirement non-service income (expense), net decreased by $19 million, to income of $9 million in the three

months ended March 31, 2025, from expense of $10 million in the three months ended March 31, 2024. This decrease was primarily

due to an $80 million increase in the return on plan assets primarily due to acquired pension assets in connection with the

Combination, that was partially offset by an increase in interest costs of $64 million primarily due to acquired pension liabilities in

connection with the Combination.

Interest Expense, Net

Interest expense, net increased by $142 million to $167 million in the three months ended March 31, 2025, from $25 million in the

three months ended March 31, 2024. The increase was primarily the result of interest on debt assumed as part of the Combination and

the senior notes issued in April 2024 (for further details on these senior notes see “Note 14. Debt” of the 2024 Consolidated Financial

Statements). The increase was partially offset by higher interest income of $16 million primarily due to increased average cash

balances in the period.

Other Expense, Net

Other expense, net remained at $5 million in the three months ended March 31, 2025, consistent with the three months ended

March 31, 2024 due to a $6 million net positive impact from foreign currency translation of monetary assets and liabilities and a $4

million increase in income from equity method investments. This was offset by a $10 million expense recorded in the three months

ended March 31, 2025 in connection with the sale of receivables under an accounts receivable monetization program acquired as a

result of the Combination.

Income Tax Expense

Income tax expense was $8 million in the three months ended March 31, 2025, compared to an income tax expense of $76 million in

the three months ended March 31, 2024. The effective tax rate for the three months ended March 31, 2025, was 2.1%, while the

effective tax rate for the three months ended March 31, 2024, was 28.5%. The effective tax rate was primarily impacted by the

resolution of certain unrecognized tax benefits.

See “Note 12. Income Taxes” of the Condensed Consolidated Financial Statements for the primary factors impacting our effective tax

rates.

SEGMENT INFORMATION

Smurfit Westrock has identified three operating segments based on how the CODM makes key operating decisions, allocates resources

and assesses the performance of the Company’s business. These operating segments are as follows: (i) North America, which includes

operations in the U.S., Canada and Mexico, (ii) Europe, MEA and APAC and (iii) LATAM, which includes operations in Central

America and Caribbean, Argentina, Brazil, Chile, Colombia, Ecuador and Peru. No operating segments have been aggregated for

disclosure purposes.

Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis, but

exclude certain central costs such as corporate costs, including executive costs, and costs of Smurfit Westrock’s legal, company

secretarial, pension administration, tax, treasury and controlling functions and other administrative costs. Segment profitability is

measured based on Adjusted EBITDA, defined as income before income taxes, unallocated corporate costs, depreciation, depletion

and amortization, interest expense, net, pension and other postretirement non-service income (expense), net, share-based compensation

expense, other expense, net, amortization of fair value step up on inventory, transaction and integration-related expenses associated

with the Combination and other specific items that management believes are not indicative of the ongoing operating results of the

business.

The following table contains selected financial information for Smurfit Westrock’s segments for the periods presented ($ in millions):

	Three months ended March 31,
	2025	2024
Net sales (aggregate):(1)
North America	$4,669	$412
Europe, MEA and APAC	2,582	2,194
LATAM	513	341
Segment Adjusted EBITDA:
North America	$785	$59
Europe, MEA and APAC	389	385
LATAM	115	54

(1) Net sales before intersegment eliminations

The three months ended March 31, 2025, compared to the three months ended March 31, 2024

North America Segment

Net Sales

Net sales before intersegment eliminations for the North America segment increased by $4,257 million, to $4,669 million in the three

months ended March 31, 2025, from $412 million in the three months ended March 31, 2024. This increase was primarily due to the

positive impact of $4,276 million from the acquisition of WestRock.

Adjusted EBITDA

Adjusted EBITDA for the North America segment increased by $726 million, to $785 million in the three months ended March 31,

2025, from $59 million in the three months ended March 31, 2024. This increase was primarily due to the positive impact of $718

million from the acquisition of WestRock.

Europe, MEA and APAC Segment

Net Sales

Net sales before intersegment eliminations for the Europe, MEA and APAC segment increased by $388 million, to $2,582 million in

the three months ended March 31, 2025, from $2,194 million in the three months ended March 31, 2024. This increase was primarily

due to the impact of $378 million which related to the acquisition of WestRock. Excluding the impact of this acquisition, net sales

before intersegment eliminations increased by $10 million primarily due to a higher selling price mix of $138 million, largely offset by

a net foreign currency impact of $81 million primarily due to the strengthening of the U.S. dollar against the euro and a negative

volume impact of $44 million.

Adjusted EBITDA

Adjusted EBITDA for the Europe, MEA and APAC segment increased by $4 million, to $389 million in the three months ended

March 31, 2025, from $385 million in the three months ended March 31, 2024. There was a $37 million positive impact from the

acquisition of WestRock. Excluding the impact of this acquisition, Adjusted EBITDA decreased by $33 million mainly due to higher

input prices of $166 million and a net foreign currency impact of $9 million, partly offset by a higher selling price mix impact of $138

million.

LATAM Segment

Net Sales

Net sales before intersegment eliminations for the LATAM segment increased by $172 million, to $513 million in the three months

ended March 31, 2025, from $341 million in the three months ended March 31, 2024. This increase was primarily due to the positive

impact of $177 million from the acquisition of WestRock.

Adjusted EBITDA

Adjusted EBITDA for the LATAM segment increased by $61 million, to $115 million in the three months ended March 31, 2025,

from $54 million in the three months ended March 31, 2024. This increase was primarily due to the positive impact of $54 million

from the acquisition of WestRock.

LIQUIDITY AND CAPITAL RESOURCES

Sources and Uses of Cash

Smurfit Westrock’s primary sources of liquidity are the cash flows generated from its operations, its commercial paper program, and

committed credit lines. The uncommitted commercial paper program is supported by the $4,500 million revolving loan facility with a

separate swingline sub-facility which allows for same-day drawing in U.S. dollar. The amount of commercial paper outstanding does

not reduce available capacity under the revolving loan facility. The primary uses of this liquidity are to fund Smurfit Westrock’s day-

to-day operations, capital expenditures, debt service, dividends and other investment activity, including acquisitions.

As of March 31, 2025, Smurfit Westrock held cash and cash equivalents of $797 million, of which $357 million were held in euro,

$173 million were held in U.S. dollars and $267 million were held in other currencies. At March 31, 2025, the Company had $4,833

million in undrawn committed facilities available under the revolving loan facility and receivables securitization facilities. The

weighted average period until maturity of undrawn committed facilities was 4.2 years as of March 31, 2025. Combined with cash and

cash equivalents of $797 million, the Company had $5,630 million of available liquidity.

As of March 31, 2025, Smurfit Westrock had $14,281 million of debt, excluding debt issuance costs. As of March 31, 2025, the

carrying amount of current debt was $1,300 million. The carrying amount of the Company’s debt includes a fair value adjustment

related to debt assumed through mergers and acquisitions. At March 31, 2025 the unamortized fair value market adjustment was

$45 million. Included within the carrying value of Smurfit Westrock’s borrowings as of March 31, 2025 are deferred debt issuance

costs of $62 million, of which $8 million is current, all of which will be recognized in interest expense in Smurfit Westrock’s

Condensed Consolidated Statements of Operations using the effective interest rate method over the remaining life of the borrowings.

See “Note 11. Debt” of the Condensed Consolidated Financial Statements for a discussion of the Company’s additional debt-related

information.

The Company believes that the cash flows generated from its operations, cash on hand, its commercial paper program, available

borrowings under its committed credit lines and available capital through access to capital markets will be adequate to meet the

Company's liquidity and capital requirements, including payments of any declared dividends, for the next 12 months and for the

foreseeable future.

Smurfit Westrock uses a variety of working capital management strategies including supply chain financing (“SCF”) programs,

vendor financing and commercial card programs, monetization facilities where we sell short-term receivables to a group of third-party

financial institutions, and receivables securitization facilities. The programs are described below.

The Company engages in certain customer-based SCF programs to accelerate the receipt of payment for outstanding accounts

receivables from certain customers. Certain costs of these programs are borne by the customer or the Company. Receivables

transferred under these customer-based SCF programs generally meet the requirements to be accounted for as sales in accordance with

guidance under “Transfers and Servicing” (“ASC 860”), resulting in derecognition of such receivables from the Company’s

Condensed Consolidated Balance Sheets. Receivables involved with these customer-based SCF programs constitute approximately 5%

of the Company’s accounts receivable balance at March 31, 2025. In addition, Smurfit Westrock has monetization facilities that sell to

third-party financial institutions all of the short-term receivables generated from certain customer trade accounts. See “Note 10. Fair

Value Measurement” of the Condensed Consolidated Financial Statements for a discussion of the Company’s monetization facilities.

Smurfit Westrock’s working capital management strategy includes working with its suppliers to revisit terms and conditions, including

the extension of payment terms. The Company’s current payment terms with the majority of its suppliers generally range from payable

upon receipt to 120 days and vary for items such as the availability of cash discounts. The Company does not believe its payment

terms will be shortened significantly in the near future, and does not expect its net cash provided by operating activities to be

significantly impacted by additional extensions of payment terms. Certain financial institutions offer voluntary SCF programs that

enable the Company’s suppliers, at their sole discretion, to sell their receivables from Smurfit Westrock to the financial institutions on

a non-recourse basis at a rate that leverages the Company’s credit rating and thus might be more beneficial to the Company’s

suppliers. Smurfit Westrock and its suppliers agree on commercial terms for the goods and services we procure, including prices,

quantities and payment terms, regardless of whether the supplier elects to participate in SCF programs. The suppliers sell Smurfit

Westrock goods or services and issue the associated invoices based on the agreed-upon contractual terms. The due dates of the

invoices are not extended due to the supplier’s participation in SCF programs. Smurfit Westrock suppliers, at their sole discretion if

they choose to participate in a SCF program, determine which invoices, if any, they want to sell to the financial institutions. No

guarantees are provided by the Company under SCF programs, and it has no economic interest in a supplier’s decision to participate in

the SCF program. Therefore, amounts due to the Company’s suppliers that elect to participate in SCF programs are included in the

“Accounts payable” line item in the Company’s Condensed Consolidated Balance Sheets and the activity is reflected in “Net cash

provided by operating activities” in the Company’s Consolidated Statements of Cash Flows. Based on correspondence with the

financial institutions that are involved with Smurfit Westrock’s two primary SCF programs, while the amount suppliers elect to sell to

the financial institutions varies from period to period, the amount generally averages approximately 12-14% of the Company’s

accounts payable balance. The outstanding payment obligations to financial institutions under these programs were $389 million as of

March 31, 2025.

Smurfit Westrock also participates in certain vendor financing and commercial card programs to support travel and entertainment

expenses and smaller vendor purchases. Amounts outstanding under these programs are classified as debt primarily because the

Company receives the benefit of extended payment terms and a rebate from the financial institution that would not have otherwise

been received without the financial institution's involvement. Smurfit Westrock also has receivables securitization facilities that allows

for borrowing availability based on underlying accounts receivable eligibility and compliance with certain covenants. See “Note 11.

Debt” and “Note 16. Variable Interest Entities” of the Condensed Consolidated Financial Statements for a discussion of the

receivables securitization facilities and the amount outstanding under the Company’s vendor financing and commercial card programs.

Cash Flow Activity

The following table contains selected financial information from Smurfit Westrock’s Condensed Consolidated Statements of Cash

Flows for the three months ended March 31, 2025 and 2024:

	Three months ended March 31,
	( in millions)
	2025
Net cash provided by operating activities	235
Net cash used for investing activities	(476)
Net cash provided by financing activities	151

All values are in US Dollars.

Net cash provided by operating activities increased by $193 million to $235 million in the three months ended March 31, 2025 from

$42 million in the three months ended March 31, 2024, primarily due to a $627 million increase in net income adjusted for non-cash

items, including depreciation, depletion and amortization, cash surrender value increase in excess of premiums paid, share-based

compensation expense, deferred income tax benefit, and pension and other postretirement funding more than cost. The increase in net

income adjusted for non-cash items was partially offset by the $434 million increase in the cash outflows from changes in operating

assets and liabilities as a result of the Combination and a higher selling price mix. The increase in the cash outflows from changes in

operating assets and liabilities includes the outflows of $39 million resulting from the sale of accounts receivables in connection with

monetization agreements.

Net cash used for investing activities of $476 million in the three months ended March 31, 2025 consisted primarily of capital

expenditures of $477 million. Net cash used for investing activities of $207 million in the three months ended March 31, 2024

consisted primarily of capital expenditures of $208 million.

Net cash provided by financing activities of $151 million in the three months ended March 31, 2025 consisted primarily of cash

inflows from a net increase in debt of $444 million, partially offset by cash dividends paid to shareholders of $225 million, tax paid in

connection with shares withheld from employees of $64 million and debt issuance costs of $5 million. Net cash used for financing

activities of nil in the three months ended March 31, 2024 consisted of cash outflows from purchases of treasury stock of $27 million

offset by cash inflows from a net increase in debt of $27 million.

Contractual Obligations and Commitments

Smurfit Westrock is a party to enforceable and legally binding contractual obligations involving commitments to make payments to

third parties. These obligations impact Smurfit Westrock’s short-term and long-term liquidity and capital resource needs. Certain

contractual obligations are reflected on Smurfit Westrock’s Condensed Consolidated Balance Sheets as of March 31, 2025, while

others are considered future obligations. Smurfit Westrock’s contractual obligations primarily consist of items such as long-term debt,

including current portion, lease obligations, purchase obligations and other obligations.

There have been no material changes to the contractual obligations and commitments disclosed in “Management’s Discussion and

Analysis of Financial Condition and Results of Operations” of the Form 10-K for the fiscal year ended December 31, 2024.

Off-Balance Sheet Arrangements

As of March 31, 2025, Smurfit Westrock did not have any off-balance sheet arrangements.

NON-GAAP FINANCIAL MEASURE

Definitions

Non-GAAP Financial Measure

Smurfit Westrock reports its financial results in accordance with generally accepted accounting principles in the U.S. (“GAAP”).

However, management believes “Adjusted EBITDA”, a non-GAAP financial measure discussed below, provides Smurfit Westrock’s

Board of directors, investors, potential investors, securities analysts and others with additional meaningful financial information that

should be considered when assessing its ongoing performance relative to other periods because it adjusts out non-recurring items that

management believes are not indicative of the ongoing results of the business. Smurfit Westrock management also uses this non-

GAAP financial measure in making financial, operating and planning decisions, and in evaluating company performance. Non-GAAP

financial measures are not intended to be considered in isolation of or as a substitute for, or superior to, financial information prepared

and presented in accordance with GAAP and should be viewed in addition to, and not as an alternative for, the GAAP results. The

non-GAAP financial measure Smurfit Westrock presents may differ from similarly captioned measures presented by other companies.

Adjusted EBITDA

Smurfit Westrock uses the non-GAAP financial measure “Adjusted EBITDA” to evaluate its overall performance. The composition of

Adjusted EBITDA is not addressed or prescribed by GAAP. Smurfit Westrock defines Adjusted EBITDA as net income before

income tax expense, depreciation, depletion and amortization, interest expense, net, pension and other postretirement non-service

income (expense), net, share-based compensation expense, other expense, net, amortization of fair value step up on inventory,

transaction and integration-related expenses associated with the Combination and other specific items that management believes are

not indicative of the ongoing operating results of the business.

Management believes that the most directly comparable GAAP measure to Adjusted EBITDA is “Net income”.

Set forth below is a reconciliation of the non-GAAP financial measure Adjusted EBITDA to Net income, the most directly comparable

GAAP measure, for the periods indicated.

	Three months ended March 31,
	( in millions)
	2025
Net income	382
Income tax expense	8
Depreciation, depletion and amortization	603
Transaction and integration-related expenses associated with the Combination	36
Interest expense, net	167
Pension and other postretirement non-service (income) expense, net	(9)
Share-based compensation expense	43
Other expense, net	5
Other adjustments	17
Adjusted EBITDA	1,252

All values are in US Dollars.

Other adjustments in the table above include restructuring costs of $15 million and losses at closed facilities of $2 million for the three

months ended March 31, 2025. For the three months ended March 31, 2024, Other adjustments includes a reimbursement of a fine

from the Italian Competition Authority of $18 million.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There have been no material changes during the three months ended March 31, 2025 to Smurfit Westrock’s critical accounting policies

and estimates as identified in Smurfit Westrock’s Annual Report on Form 10-K for the year ended December 31, 2024.

NEW ACCOUNTING STANDARDS

See “Note 1. Description of Business and Summary of Significant Accounting Policies” of the Condensed Consolidated Financial

Statements for a full description of recent accounting pronouncements, including the respective expected dates of adoption and

expected effects on Smurfit Westrock’s results of operations and financial condition.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in Smurfit Westrock’s exposure to market risk as identified in Smurfit Westrock’s Annual

Report on Form 10-K for the year ended December 31, 2024.

Item 4. Controls and Procedures

Smurfit Westrock’s management evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as

such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly

Report on Form 10-Q. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that

information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and

communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing

similar functions, as appropriate to allow timely decisions regarding required disclosure. Disclosure controls and procedures are

designed by the Company to ensure that it records, processes, summarizes and reports in a timely manner the information it must

disclose in reports that it files with or submits to the SEC. Anthony Smurfit, President & Group Chief Executive Officer, and Ken

Bowles, Executive Vice President & Group Chief Financial Officer, reviewed and participated in management’s evaluation of the

disclosure controls and procedures.

Based on this evaluation, Anthony Smurfit, President & Group Chief Executive Officer, and Ken Bowles, Executive Vice President &

Group Chief Financial Officer concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q, Smurfit

Westrock’s disclosure controls and procedures were not effective as a result of the material weakness in our internal control over

financial reporting described below.

Previously Reported Material Weakness in Internal Control over Financial Reporting

A material weakness is a control deficiency, or combination of deficiencies, in internal control over financial reporting such that there

is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a

timely basis.

As discussed elsewhere in this Quarterly Report on Form 10-Q, on July 5, 2024, we completed the Combination between Smurfit

Kappa and WestRock. Prior to the Combination, Smurfit Kappa, as a public limited company incorporated in Ireland and listed on the

London Stock Exchange and on the Euronext Dublin Market, was not subject to Section 404 of the Sarbanes Oxley Act of 2002

(“SOX”), while WestRock, as a U.S. publicly traded company incorporated in Delaware and listed on the New York Stock Exchange,

was subject to Section 404 of SOX. Upon the completion of the Combination Smurfit Kappa and WestRock became wholly-owned

subsidiaries of Smurfit Westrock.

As a result of the Combination, Smurfit Westrock’s management is in the process of integrating Smurfit Kappa and WestRock’s

legacy internal control frameworks. In connection with Smurfit Westrock’s assessment of its internal control over financial reporting

for the purposes of complying with Section 302 of SOX, we previously identified and reported a material weakness relating to the

company’s selection and development of control activities intended to mitigate the risks to achieving its objectives. This relates to

certain processes and controls principally at historical Smurfit Kappa that were not subject to the requirements of Section 404 of SOX

prior to the Combination.

This material weakness resulted in:

•A lack of formalization of an existing control process for documenting evidence of management review and performance of

control procedures, including the level of precision in the execution of controls and procedures to ascertain completeness and

accuracy of information produced by the Company.

•Existing controls related to the preparation and review of manual journal entries not designed to adequately mitigate the

associated risks.

•The need to augment General IT Controls, specifically as they pertain to (i) logical access controls to ensure appropriate

segregation of duties and that adequately restrict user and privileged access to financial applications, programs, and data to

appropriate Company personnel and (ii) program change management controls to ensure that information technology

program and data changes affecting financial IT applications and underlying accounting records are identified, tested,

authorized and implemented appropriately.

Notwithstanding the identified material weakness, management believes that the Condensed Consolidated Financial Statements and

related financial information included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial

position, results of operations and cash flows as of and for the periods presented.

Remediation Plan

The process of designing and implementing remediation measures is underway in respect of this material weakness and to improve our

internal control over financial reporting. These remediation measures include a number of ongoing actions which have been prioritized

in a material weakness remediation strategy that aligns to the most impactful controls:

•designing and implementing policies and guidance related to the operation of controls – a number of which have now been

designed and issued for execution;

•developing appropriate controls over the review of manual journal entries – including a phased roll out plan underway for the

implementation of an automated approval workflow for manual journal entries at relevant material locations in addition to a

risk-based interim manual control which has been designed and issued for execution; and

•enhancing and expanding across the organization the general IT processes and controls – with a prioritized focus on logical

access and change management.

In addition, control operators continue to participate in SOX training and live support sessions, with a specific focus on the priority

areas documented in the material weakness remediation strategy.

While we are working to remediate the identified deficiencies as timely and efficiently as possible, we cannot yet provide an estimate

of the time it will take to complete this remediation plan. The implementation of our remediation measures will require validation and

testing of the design and operating effectiveness of internal controls over a sustained period. In addition, we cannot ensure that the

measures taken by us to date, and actions that we may take in the future, will be sufficient to remediate these deficiencies or that they

will prevent or avoid potential future deficiencies.

Changes in Internal Control over Financial Reporting

Other than the changes that may continue to result from the integration following the Combination and remediation actions described

above, there has been no change in Smurfit Westrock’s internal control over financial reporting (as such term is defined in Rules

13a-15(f) and 15d-15(f) under the Exchange Act) during the first quarter ended March 31, 2025 that has materially affected, or is

reasonably likely to materially affect, Smurfit Westrock’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The information called for by this item is incorporated herein by reference to Note 15. Commitments and Contingencies of the

Condensed Consolidated Financial Statements (included in Part I, Item 1).

Item 1A. Risk Factors

Investing in our ordinary shares involves uncertainty and risk due to a variety of factors, including those described in Part I, Item 1A,

“Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, which could materially adversely affect

our business, financial condition, results of operations (including revenues and profitability) and/or ordinary share price. There have

been no material changes in our risk factors since our Annual Report on Form 10-K for the year ended December 31, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information relating to our repurchase of ordinary shares during the three months ended March 31, 2025:

Period	Total Number of<br><br>Shares Purchased(1)	Average Price Paid<br><br>per Share	Total Number of<br><br>Shares Purchased<br><br>as Part of  Publicly<br><br>Announced<br><br>Programs	Approximate<br><br>Dollar Value of<br><br>Shares that May Yet<br><br>Be Purchased<br><br>Under the Programs
January 1, 2025 – January 31, 2025	—	$—	—	—
February 1, 2025 – February 28, 2025	217,536	54.65	—	—
March 1, 2025 – March 31, 2025	—	—	—	—
Total	217,536		—

(1) During the three months ended March 31, 2025, 217,536 ordinary shares that would otherwise have been issued to current or former

employees who were beneficiaries of the SKG Employee Trust in connection with the vesting and settlement of equity awards

granted under the legacy Smurfit Kappa 2018 Deferred Bonus Plan were surrendered to the Company on behalf of such employees.

This was done as part of net share settlement to cover applicable taxes, fees and/or duties paid by the Company or its applicable

subsidiary as a consequence of vesting and settlement of such equity awards. The fair market value of ordinary shares that were

surrendered by the SKG Employee Trust to the Company for no consideration was equal to the value of applicable taxes, fees and/or

duties paid by the Company in respect of such taxes, fees and/or duties. These ordinary shares have been subsequently cancelled.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Trading Plan(s)

In the three months ended March 31, 2025, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act)

adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as those terms are

defined in Item 408 of Regulation S-K).

Item 6. Exhibits

Exhibit<br><br>Number	Description of Exhibit
3.1	Amended Constitution of Smurfit Westrock plc (incorporated by reference to Exhibit 3.1 of the Company’s Currenthttps://www.sec.gov/Archives/edgar/data/2005951/000110465924078355/tm2418700d1_ex3-1.htm#Exhibit:https://www.sec.gov/Archives/edgar/data/2005951/000110465924078355/tm2418700d1_ex3-1.htm<br><br>Report on Form 8-K filed on July 8, 2024).
10.1†	Offer Letter between Smurfit Westrock and Ben Garren, dated June 27, 2024.
10.2†	Form of PSU Award Agreement (Employee) under the Smurfit Westrock plc 2024 Long-Term Incentive Plan.
10.3†	Form of RSU Award Agreement (Employee) under the Smurfit Westrock plc 2024 Long-Term Incentive Plan.
31.1†	Certification of the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2†	Certification of the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32†*	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act ofexhibit32certificationspur.htm<br><br>2002.
101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL<br><br>tags are embedded within the Inline XBRL document.**
101.SCH	Inline XBRL Taxonomy Extension Schema.**
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase.**
101.DEF	Inline XBRL Taxonomy Extension Definition Document.**
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase.**
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase.**
104	Cover Page Interactive Data File––the cover page interactive data file does not appear in the Interactive Data File<br><br>because its XBRL tags are embedded within the Inline XBRL document.

† Filed or furnished herewith

* The certification furnished in Exhibit 32 hereto is deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed

“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant

specifically incorporates it by reference. Such certification will not be deemed to be incorporated by reference into any filings under

the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant

specifically incorporates it by reference.

** Submitted electronically herewith

SIGNATURES

Under the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the

undersigned thereunto duly authorized.

	Smurfit Westrock plc
Dated: May 9, 2025		/s/ Anthony Smurfit
	Name:	Anthony Smurfit
	Title:	President & Group Chief Executive Officer
		(Principal Executive Officer)	Smurfit Westrock plc
---	---	---
Dated: May 9, 2025		/s/ Ken Bowles
	Name:	Ken Bowles
	Title:	Executive Vice President and Group Chief Financial Officer
		(Principal Financial Officer)

Document

Exhibit 10.1†

Smurfit Westrock plc

Beech Hill, Clonskeagh, Dublin 4, D04 N2R2, Ireland. Tel: +353 (0)1 202 7000, Fax: +353 (0)1 269 4481

smurfitwestrock.com

Offer Letter

June 27, 2024

Ben Garren

[Address]

Dear Ben:

We are pleased to offer you a role with Smurfit WestRock plc (“SWR” and, together with any subsidiary thereof that employs you, the “Company”) as General Counsel, reporting to the President & Group Chief Executive Officer. In this role, you will be a Section 16 officer of SWR. Your principal place of employment will be the Company’s office at 1000 Abernathy Road, NE Atlanta, Georgia 30328, subject to reasonable business travel as required to fulfill your duties. The purpose of this letter is to describe the general terms and conditions of your employment with the Company.

TERM

Your employment with the Company will commence on July 8, 2024 and terminate on December 31, 2026, unless extended by mutual agreement (such period, the “Term”). Your employment with the Company may be terminated prior to the end of the Term by you upon 30 days’ prior written notice or by the Company with or without Cause (as defined below) (if without Cause, upon 30 days prior written notice) and, in such case, references to the “Term” herein shall refer to the period commencing on July 8, 2024 and ending on the date of your termination of employment.

COMPENSATION

Annual Base Salary: During the Term, your annual base salary will be $675,000, to be paid in accordance with the Company’s applicable payroll practice in effect from time to time. Your annual base salary will be subject to periodic review by the Compensation Committee of the Board of Directors of SWR (the “Compensation Committee”) for increase but not decrease.

Annual Cash Bonus: During the Term, your target annual bonus opportunity will be 75% of your annual base salary. Your actual annual bonus payment, if any, will be determined based on the level of achievement of the applicable performance goals to be established annually by the Compensation Committee. Payment of your earned annual bonus (if any) is subject to your continued employment through the last day of the applicable fiscal year, except as otherwise provided by the terms of the Company’s annual bonus program as in effect from time to time; provided, however, that if your employment is terminated by Company without Cause during the Term, you shall be entitled to a bonus payment for the fiscal year of termination at the same time as such bonus is generally paid to the Company’s executives based on actual performance and prorated based on the number of days you are employed by the Company during such year out of the total number of days in such year. Your annual bonus payment for 2024 will be prorated based on the number of days you are employed by the Company during such year out of 366.

Annual Equity Awards: During the Term, you will be eligible to receive annual equity awards granted by SWR with an aggregate annual target grant date fair value of $1,300,000. Your annual equity awards for 2024 will have a target grant date fair value that is prorated based on the number of days you are expected to be employed by the Company during such year (i.e., 177 days) out of 366 and will be granted as soon as reasonably practicable following the commencement of your employment.

Smurfit Westrock public limited company. Registered in Ireland No.607515. Registered office: Beech Hill, Clonskeagh, Dublin 4, D04 N2R2, Ireland. Directors: Irial Finan Chair, Anthony Smurfit President & Group Chief Executive Officer, Ken Bowles Executive Vice President & Group Chief Financial Officer, Kaisa Hietala Senior Independent Director (Finland), Colleen F Arnold (USA), Tim J Bernlohr (USA), Terrell K Crews (USA), Carol Fairweather (UK),

Suzan F Harrison (USA), Mary Lynn Ferguson-McHugh (USA), Lourdes Melgar (Mexico), Jørgen Buhl Rasmussen (Denmark), Dmitri L Stockton (USA),

Alan D Wilson (USA).

Secretary: Gillian Carson-Callan.

Any equity awards to be granted to you by SWR are subject to approval by the Compensation Committee. The form, terms and conditions of your annual equity awards will be determined by the Compensation Committee and set forth in the applicable award agreement; provided that upon the termination of your employment on December 31, 2026 (or prior thereto by the Company without Cause), your then-outstanding annual equity awards will remain outstanding and eligible to vest on the originally scheduled vesting dates (subject to achievement of applicable performance goals in the case of performance-based awards) as if your employment continued through the vesting dates.

For purposes of this offer letter, “Cause” means the occurrence of any one or more of the following: (i) your conviction or plea of nolo contendere to a felony or equivalent offense under applicable law, (ii) your material and continued disregard or failure to perform the substantive elements of your responsibilities and duties as an employee of the Company or any of its affiliates, (iii) willful misconduct by you in the performance of your duties as an employee of the Company or any of its affiliates, (iv) your material violation of the Company’s or any of its affiliate’s code of conduct or other material employee policy, (v) your misappropriation or embezzlement of any funds or property of the Company or any of its affiliates, commitment of fraud with respect to the Company or any of its affiliates, or engagement in any act or acts of dishonesty relating to your employment with the Company or any of its affiliates, or (vi) through willful misconduct, personal dishonesty or gross negligence, you engage in an act or course of conduct that causes substantial injury to the Company or any of its affiliates; provided that, any condition or conditions, as applicable, referenced in clauses (ii) through (vi) of the foregoing shall not (if a cure is reasonably possible in the circumstances) constitute Cause unless both (x) the Company provides written notice to you of such condition(s) claimed to constitute Cause, and (y) you fail to remedy such condition(s) within thirty (30) days of receiving such written notice thereof.

BENEFITS

Health, Welfare, and Other Benefit Programs: During the Term, you will be eligible to participate in all health, welfare and other benefit programs applicable to similarly situated executives of the Company in accordance with their applicable terms and conditions as in effect from time to time.

Retirement/Pension Plan: During the Term, you will be eligible to participate in the Company’s retirement and pension programs in effect for similarly situated executives from time to time.

You will not be entitled to any severance payments or benefits upon the termination of your employment with the Company at any time; provided, however, that if your employment is terminated by the Company without Cause during the Term (for clarity, prior to December 31, 2026), then, subject to your execution and nonrevocation of a release of claims in the form provided by the Company, you shall be entitled to receive as salary continuation severance the Annual Base Salary for the period from the termination date through December 31, 2026.

RESTRICTIVE COVENANTS

You agree to be bound by, and to comply in all respects with, the restrictive covenants set forth on Exhibit A.

ENTIRE AGREEMENT/EMPLOYMENT AT WILL

This offer letter contains the entire understanding between you and the Company and its subsidiaries and supersedes any prior representations, in any form, that may have been made regarding your prospective employment at the Company or its subsidiaries and may not be changed or modified in any way except in writing from an authorized representative of the Company and signed by you. Should you accept this offer of employment from the Company, you understand that your employment will be on an at-will basis. This means that either you or the Company can terminate the employment relationship at any time, with or without Cause, subject to the notice requirements stated above.

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MISCELLANEOUS

This offer letter shall be governed by and construed in accordance with the laws of the State of Georgia, without giving effect to any choice of law or conflicting provision or rule (whether of the State of Georgia or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of Georgia to be applied.

Employment with the Company for purposes of this offer letter shall include employment with any subsidiary or affiliate of the Company. The Company reserves the right to withhold or cause to be withheld applicable taxes from any amounts paid pursuant to this offer letter to the extent required by applicable law. You shall be responsible for any and all tax liability imposed on amounts paid hereunder.

It is intended that the payments and benefits provided under this offer letter will be exempt from the application of, or comply with, the requirements of Section 409A of the U.S. Internal Revenue Code of 1986, as amended. This offer letter will be construed in a manner that effects such intent to the greatest extent possible.

CONDITIONS OF EMPLOYMENT

If the terms of this offer are acceptable, please let me know and indicate your agreement by signing, dating and returning this offer letter to Sharon Whitehead, at Sharon.Whitehead@smurfitkappa.com.

We have all appreciated our discussions with you and genuinely hope you will accept this offer to join the Company. We believe you will make important contributions and have a positive impact on the short- and long-term success of the Company. I look forward to working with you and am confident you will find the experience at the Company both personally and professionally rewarding.

[Signature Page Follows.]

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Sincerely,

Tony Smurfit

President and Group Chief Executive Officer

cc: Sharon Whitehead, Group Chief Human Resources Officer

Accepted:

/s/ Ben Garren July 8, 2024

SIGNATURE	Date Signed
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Exhibit A

1Definitions

1.1Capitalized terms used in this Exhibit A not otherwise defined in the offer letter to which this Exhibit A is attached shall have the following meanings:

“Board” means the Board of Directors of SWR;

“Confidential Information” means all and any information, whether or not recorded, of any Group Company which the Executive (or, where the context so requires, another person) has obtained by virtue of his employment or engagement and which the relevant Group Company regards as confidential or in respect of which the relevant Group Company is bound by an obligation of confidence to a third party, including:

(a)all and any information relating to business methods, corporate plans, future business strategy, management systems, finances, and maturing new business opportunities;

(b)all and any information relating to research or development projects or both;

(c)all and any information concerning the curriculum vitae, remuneration details, work-related experience, attributes and other personal information concerning those employed or engaged by any Group Company;

(d)all and any information relating to marketing or sales of any past present or future product or service of any Group Company including sales targets and statistics, market share and pricing statistics, marketing surveys and strategies, marketing research reports, sales techniques, price lists, mark-ups, discounts, rebates, tenders, advertising and promotional material, credit and payment policies and procedures, and lists and details of customers, prospective customers, suppliers and prospective suppliers including their identities, business requirements and contractual negotiations and arrangements with any Group Company;

(e)all and any trade secrets, secret formulae, processes, inventions, design, know- how, technical specification and other technical information in relation to the creation, production or supply of any past, present or future product or service of any Group Company, including all and any information relating to the working of any product, process, invention, improvement or development carried on or used by any Group Company or any associate of any Group Company and information

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concerning the intellectual property portfolio and strategy of any Group Company or of any associate of any Group Company;

but excluding any information which:

(i)is part of the Executive's own stock in trade;

(ii)is readily ascertainable to persons not connected with the Group without significant expenditure of labour, skill or money; or

(iii)which becomes available to the public generally other than by reason of a breach by the Executive of his obligations under any agreement with any Group Company;

“Employment” means the Executive’s employment with any member of the Group; “Executive” means C. Ben Garren;

“Group” means SWR and all entities controlled by, controlling or under common control with SWR (all references to “Group Company” shall be construed accordingly);

“Intellectual Property Rights” means all intellectual property rights in any part of the world and includes patents, utility models, rights in inventions, registered and unregistered trade and service marks, rights in business and trade names and get-up, rights in domain names, registered designs, unregistered rights in designs, semiconductor topography rights, copyrights and related rights (including software copyright), rights in performances, database rights, rights in know-how and all other intellectual property rights (whether or not registered and including registrations and applications for registration) and all similar rights or forms of protection which may exist anywhere in the world;

“Key Employee” means the senior leadership team of the Group from time to time;

"Person” means any individual person, firm, company, partnership, unincorporated association, joint venture or other legal entity;

“Relevant Business” means the business or businesses from time to time carried on by any Group Company, limited to the activities with which the Executive was materially concerned or involved in the course of his employment during the Relevant Period, or in respect of which the Executive possessed a material amount of Confidential Information as of the Relevant Date;

“Relevant Date” means the date on which the Employment terminates irrespective of the cause or manner;

“Relevant Period” means the twelve months prior to, and including, the Relevant Date.

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“Restricted Area” means Ireland, the US, the UK, the Netherlands and any other country in which any Group Company carries on a material amount of Relevant Business or intends to carry on Relevant Business, where such intention is reasonably within the knowledge of the Executive, as at the Relevant Date;

“Restricted Person” means any Person with whom the Executive had material or regular dealings in the course of employment at the Company at any time during the Relevant Period, or in relation to whose dealings with any Group Company the Executive possessed a material amount of Confidential Information as at the Relevant Date;

"Restricted Products or Services" shall mean products or services of the same type as or similar to or competitive with any products or services supplied by any Group Company at the Relevant Date, in the sale or supply of which the Executive shall have been involved to any material extent at any time during the Relevant Period;

"Works" means all Intellectual Property Rights (including any extensions and renewals thereof and including the right to sue for damages and other remedies in respect of any past infringements) which arise as a result of any creation, invention or discovery made by the Executive whether alone or with any other person at any time during either (a) the course of his employment with any Group Company; or (b) outside the course of his employment if the Intellectual Property Rights relate directly or indirectly to the business of the Group or which may, in the sole opinion of SWR, be capable of being used or adapted for by any Group Company.

2Confidentiality

2.1Use of Confidential Information

2.1.1The Executive acknowledges that, during the Employment, he will have access to Confidential Information and has therefore agreed to accept the restrictions in this clause. The Executive shall not during the continuance of the Employment or at any time thereafter except as authorised by the Board in the proper performance of his duties hereunder disclose or cause to be disclosed to any person or use for his own purposes or for any purposes other than those of the Group any Confidential Information which he may have received or obtained during his employment or work with any Group Company or information in respect of which any Group Company is bound by an obligation of confidence to a third party and he shall use his best endeavours to prevent the publication or disclosure of any such information.

2.1.2All notes, memoranda, documents, records and writing made, received or obtained by the Executive in the course of employment with the Company on any matters relating to the organisation, business, finance, customers, suppliers, dealings, transactions or affairs of any Group Company shall be treated as confidential and shall be and remain the property of the relevant Group Company and shall be delivered by the Executive to the relevant Group Company forthwith upon request.

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2.1.3The restrictions contained in this clause shall not apply to:

(a)any disclosure authorised by the Board or required in the ordinary and proper course of the Employment or as required by the order of a court of competent jurisdiction or an appropriate regulatory authority; or

(b)any information which the Executive can demonstrate was known to the Executive prior to the commencement of the Employment or is in the public domain otherwise than as a result of a breach of this clause.

2.1.4Notwithstanding anything to the contrary, nothing in this Exhibit A or the offer letter to which this Exhibit A is attached limits the Executive’s (a) ability to communicate with any government agency, legislative body or self-regulatory organization or otherwise participate in or fully cooperate with any investigation or proceeding that may be conducted by any government agency, legislative body or self-regulatory organization, including providing documents or other information or otherwise exercising any legally protected whistleblower rights, without notice to or approval from any Group Company, without risk of being held liable by any Group Company for financial penalties, or (b) right to receive an award for information provided to any government agency, legislative body or self-regulatory organization. Furthermore, notwithstanding anything to the contrary, pursuant to the Defend Trade Secrets Act of 2016, the Executive shall not be held criminally or civilly liable under any federal or state trade secret law in the United States for the disclosure of a trade secret that is made: (i) in confidence to a government official or attorney for the purpose of reporting or investigating a suspected violation of law, (ii) in a complaint or other document filed in a lawsuit or other proceeding, as long as such filing is made under seal, or (iii) to an attorney representing the Executive in a claim for retaliation for reporting suspected violations of law.

3Restrictive Covenants

3.1The Executive acknowledges:

that the Group is in a unique and highly specialised business, which is international in scope with a limited number of competitors;

that the Group possess a valuable body of Confidential Information and that the Executive’s knowledge of Confidential Information directly benefits him by enabling him to perform his duties;

that the protection of Confidential Information, customer connections, supplier connections, goodwill, and the stability of the workforce of the Group are business interests requiring protection; and

that the disclosure of any Confidential Information to any actual or potential competitor of any Group Company would place SWR and/or the relevant Group Company at a serious competitive disadvantage and would cause immeasurable (financial and other)

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damage to the Relevant Business.

3.2Non-Compete Restriction

The Executive agrees with SWR that to protect the Group’s legitimate business interests including those set out at clause 3.1, during the Employment and for a period of twelve months after the Relevant Date, the Executive shall not within the Restricted Area, without the prior written consent of SWR, directly or indirectly in any capacity (limited to a role that is of the same, similar or greater seniority, status and remuneration as the Executive’s role with SWR, as determined on the basis of the prevailing industry norm for a role commensurate with any such role) either on his own behalf or in conjunction with or on behalf of any other Person, be engaged, concerned or interested in the Relevant Business or in any business wholly or partly in competition with the Relevant Business, save that he may hold for investment:

3.2.1up to 3% of any class of securities quoted or dealt in on a recognised investment exchange; and

3.2.2up to 10% of any class of securities not so quoted or dealt.

Exception for the Practice of Law. Notwithstanding anything to the contrary herein, nothing herein shall preclude the Executive from engaging in the practice of law pursuant to Rule 5.6 of the Georgia Rules of Professional Conduct, or Rule 5.6 of the ABA Model Rules of Professional Conduct, or similar rules adopted by any jurisdiction of the United States.

3.3Non-Solicitation / Non-Deal Restrictions

3.3.1accept orders for or supply or cause orders to be accepted for or cause to be supplied Restricted Products or Services to any Restricted Person who:

(a)was provided with products or services by any Group Company at any time during the Relevant Period; or

(b)who was negotiating with any Group Company in relation to orders for or the supply of products or services from any Group Company at any time during the Relevant Period.

3.3.2solicit, canvass or approach or endeavour to solicit, canvass or approach or cause to be solicited, canvassed or approached any Restricted Person who:

(a)was provided with products or services by any Group Company at any time during the

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Relevant Period; or

(b)was negotiating with any Group Company in relation to orders for or the supply of products or services from any Group Company at any time during the Relevant Period,

for the purpose of offering to that Person Restricted Products or Services.

3.3.3interfere or seek to interfere or take steps as may interfere with the supplies (or the prospective supplies) to any Group Company (or the terms relating to such supplies) from any Restricted Person who:

(a)supplied components, materials, products or services to any Group Company at any time during the Relevant Period;

(b)was negotiating with any Group Company in relation to the supply of components, materials, products or services to any Group Company at any time during the Relevant Period.

3.3.4solicit or entice away or endeavour to solicit or entice away or cause to be solicited or enticed away from any Group Company any Person with whom the Executive worked with, or had managerial responsibility for, at any time during Relevant Period (or in relation to whom, as at the Relevant Date, the Executive possessed a material amount of Confidential Information) and:

(a)who was, at the Relevant Date, a Key Employee; and

(b)whose departure from any Group Company would have a material adverse effect on the business of such undertaking.

3.4The Executive agrees that he will not, after the Relevant Date, whether directly or indirectly, use in connection with any business, any name that includes the name of any Group Company, or any colourable imitation of such names, and that he shall not represent himself or permit himself to be held out as being in any way connected with or interested in the business of any Group Company and that he shall take such steps as are necessary to comply with this obligation (including, but not limited to, by amending his social media profile) provided that such steps are not inconsistent with any of the Executive’s on-going obligations to the Group.

3.5The Executive agrees that if, during the continuance in force of the restrictions set out in this clause 3, he receives an offer of employment from any Person, he will immediately provide that Person with a complete and accurate copy of the restrictions set out herein.

3.6The Executive acknowledges and confirms that the restrictions set out in this clause are reasonable and go no further than is reasonably necessary to protect the legitimate business interests of the Group (including, but not limited to, those interests acknowledged by the Executive in clause 3.1).

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3.7Nothing contained in this clause 3 shall act to prevent the Executive from using generic skills learnt while employed by any Group Company in any business or activity which is not in competition with SWR.

3.8Each of the restrictions set out in this clause 3 is separate and severable and in the event of any such restriction (including the defined expressions) being determined as being unenforceable in whole or in part for any reason such unenforceability shall not affect the enforceability of the remaining restrictions or, in the case of part of a restriction being unenforceable, the remainder of that restriction.

3.9The Executive acknowledges and confirms that during employment with the Company he shall at the request (and cost) of SWR enter into a further agreement with SWR and/or any other Group Company whereby he shall accept restrictions in favor of any member of the Group Company corresponding to the restrictions set forth herein.

4Use of Intellectual Property

4.1Property of SWR

4.1.1The Executive hereby agrees and acknowledges that all Works shall automatically belong to SWR to the fullest extent permitted by law.

4.1.2To the extent that any Intellectual Property Rights in any Works do not automatically vest in SWR (either at law or by virtue of this Agreement) the Executive hereby assigns to SWR (or, at the direction of SWR, to a Group Company) as a present and future assignment, all Intellectual Property Rights throughout the world for the maximum duration of such rights.

4.1.3To the extent that any Intellectual Property Rights are incapable of being assigned to SWR (or a Group Company) under applicable law, then the Executive hereby grants to SWR (or a Group Company) an exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide licence to use such Intellectual Property Rights to the fullest extent permitted by law (including the right to sub-license and to assign all of these rights).

4.2Undertakings by Executive

The Executive hereby:

4.2.1Undertakes to disclose to SWR in writing full details of all Works upon the creation, invention or discovery of the same, and promptly whenever requested by SWR and in any event upon the termination of the Employment deliver up to SWR all correspondence and other documents, papers and records and all copies thereof in his possession, custody or power relating to any Intellectual Property Rights;

4.2.2irrevocably and unconditionally waives all moral rights granted by Chapter 7 of the

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Copyright and Related Rights Act 2000 (and all similar rights in other jurisdictions) that vest in the Executive at any time in connection with the Works and the Executive agrees not to initiate, support or maintain any action or claim to the effect that any treatment, exploitation or use of such work infringes such right;

4.2.3undertakes, at the expense of SWR, to execute all such documents, make such applications, give such assistance and do such acts and things as may in the opinion of the Board be necessary or desirable in order to give effect to this clause; and

4.2.4irrevocably appoints SWR or its nominee as the attorney of the Executive to execute all documents as SWR may consider necessary to give effect to this clause.

5Miscellaneous

5.1Injunctive Relief

5.1.1The Executive acknowledges that SWR would be irreparably injured by a violation of this Exhibit A and that it is impossible to measure in money the damages that will accrue to SWR by reason of a failure by the Executive to perform any of his obligations under this Exhibit A. Accordingly, if SWR institutes any action or proceeding to enforce any of the provisions of this Exhibit A, to the extent permitted by applicable law, the Executive hereby waives the claim or defense that SWR has an adequate remedy at law, and the Executive shall not urge in any such action or proceeding the defense that any such remedy exists at law. Furthermore, in addition to other remedies that may be available, SWR shall be entitled (without the necessity of showing economic loss or other actual damage) to specific performance and other injunctive relief, without the requirement to post bond, in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in this Exhibit A.

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Document

Exhibit 10.2†

Smurfit Westrock plc<br><br>Beech Hill, Clonskeagh, Dublin 4, D04 N2R2, Ireland.<br><br>Tel: +353 (0)1 202 7000, Fax: +353 (0)1 269 4481<br><br>smurfitwestrock.com

SMURFIT WESTROCK PLC

2024 LONG-TERM INCENTIVE PLAN

PSU AWARD AGREEMENT

This PSU Award Agreement (this “Award Agreement”) evidences the grant of a PSU Award by Smurfit Westrock plc (the “Company”) under the Smurfit Westrock plc 2024 Long-Term Incentive Plan, as in effect from time to time (the “Plan”). Capitalized terms not defined in this Award Agreement have the meanings given to them in the Plan.

Participant:	#ParticipantName#
Grant Date:	#GrantDate#
Acceptance of PSU Award:	Please affirmatively acknowledge and accept this Award Agreement by following the instructions in your account with Fidelity.
Target Number of Ordinary Shares subject to PSU Award:	#QuantityGranted#, plus additional Ordinary Shares credited as the result of dividend payments, as described below (the “Target Amount”).
Performance and Vesting Conditions:	The number of Ordinary Shares to be earned in respect of the PSU Award (the “Earned Shares”) will depend on the achievement of the Performance Goals set forth in Exhibit A to this Award Agreement. The Earned Shares will vest on the date on which the Committee determines the extent to which the Performance Goals have been achieved (the “Vesting Date”), which determination shall occur no later than seventy (70) days following the conclusion of the Performance Period set forth on Exhibit A, subject to Participant’s continued service through the Vesting Date (or as otherwise expressly provided below).<br><br><br><br>If the payout as a percentage of Target Amount as determined in accordance with Exhibit A is zero, then the PSU Award will be forfeited in its entirety.
Voting and Dividends:	Participant will not be entitled to vote the Ordinary Shares underlying the PSU Award until after the PSU Award vests and such Ordinary Shares have been delivered to Participant.<br><br><br><br>With respect to each cash dividend on the Ordinary Shares for which the record date occurs during the Performance Period, the number of Ordinary Shares included in the Target Amount shall be increased by a number of Ordinary Shares equal to the quotient (rounded down to the nearest whole number of Ordinary Shares) of (i) the per share cash dividend amount multiplied by the number of Ordinary Shares subject to the Target Amount on the dividend record date, divided by (ii) the closing price of the Ordinary Shares on the New York Stock Exchange on the dividend payment date.

P AP E R | P ACKAG I NG | S O L U T I O NS

Smurfit Westrock plc

Termination of Service; Garden Leave:

The PSU Award shall be treated as set forth below upon Participant’s termination of service: Death. If Participant’s service is terminated by reason of Participant’s death before the Vesting Date, then a portion of the PSU shall vest (and shall be considered Earned Shares for purposes of this Award Agreement) equal to the product, rounded down to the nearest whole number of Ordinary Shares of (x) the total number of Ordinary Shares subject to the Target Amount as of immediately prior to Participant’s death multiplied by (y) the quotient obtained by dividing the number of days elapsed during the Performance Period prior to Participant’s death by [##] (which corresponds to the total number of days in the Performance Period). Retirement; Disability; Involuntary Termination. If Participant’s service is terminated before the Vesting Date by reason of (i) Participant’s Retirement (as defined below) on or after the first anniversary of the Grant Date, (ii) Participant’s Disability, or (iii) by reason of Participant’s involuntary termination due to reduction in force, site closures, redundancy or similar events on or after the first anniversary of the Grant Date (with respect to this subclause (iii), in each case, (a) subject to all applicable laws, (b) as determined by the Committee and, (c) for clarity, not due to Participant’s poor performance or for Cause) and such termination is not a CIC Qualifying Termination (as defined below), then a portion of the PSU Award will remain outstanding and eligible to be earned in accordance with the terms of Exhibit A, which portion is equal to the product, rounded down to the nearest whole number of Ordinary Shares of (x) the total number of Ordinary Shares subject to the Target Amount as of immediately prior to such termination of service multiplied by (y) the quotient obtained by dividing the number of days elapsed during the Performance Period prior to such termination of service by [##] (which corresponds to the total number of days in the Performance Period). Such prorated portion of the PSU Award shall be eligible to be earned in accordance with the terms of Exhibit A and, solely with respect to such prorated portion of the PSU Award, Participant will be entitled to receive the number of Earned Shares that would have otherwise vested had Participant’s service not terminated. The portion of the PSU Award that does not remain outstanding in accordance with this provision shall be forfeited immediately upon termination of service. For purposes of the foregoing, “Retirement” means Participant’s termination of service (A) on or after Participant has reached (1) age sixty-five (65) with at least one full year of service or (2) age fifty-eight (58) with the sum of Participant’s age and full years of service added together equaling sixty-five (65) or more, in each case with years of service to include service with the Company or any Subsidiary (including service with any entity acquired by the Company) as of the date of Participant’s termination of service, as determined in the sole discretion of the Committee, and (B) on no fewer than six (6) months’ prior written notice, in all cases provided that Participant is in

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good standing at the time of such termination as determined by the Committee or its authorized designee in its sole discretion. CIC Qualifying Termination. If the PSU Award is replaced with a Replacement Award upon the occurrence of a Change in Control in accordance with Section 14 of the Plan and, within twenty-four (24) months following the Change in Control, Participant’s service is terminated by the Company without Cause or by the Participant for Good Reason (such termination, a “CIC Qualifying Termination”), then the Replacement Award shall immediately vest in full with respect to all shares or other securities subject to the Replacement Award. Other Terminations. Except as set forth above, if Participant’s service terminates before the Vesting Date, the PSU Award will be forfeited in its entirety. Cessation of Vesting During Garden Leave. Except to the extent prohibited by applicable law or where otherwise determined by the Committee, Participant’s right to vest in the PSU Award, if any, will terminate effective as of the date that Participant is no longer expected to provide further services to the Company and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement or offer letter, if any). The Committee shall have absolute discretion to determine when Participant is no longer expected to provide further services for such purposes (including whether Participant may still be considered to be providing services for vesting purposes while on a leave of absence). Except as otherwise determined by the Committee, all references to “termination of service” or similar terms in this Award Agreement shall be construed in accordance with the foregoing (i.e., termination of service shall mean the date on which the Participant is no longer expected to provide further services to the Company, as determined by the Committee). Notwithstanding anything herein to the contrary, solely for purposes of any PSU Award or portion thereof that constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code, to the extent such PSU Award or portion thereof is payable by reason of Participant’s termination of service, a termination of service will not be deemed to occur unless such termination of service constitutes a “separation from service” (within the meaning of Section 409A of the Code).

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Delivery of Ordinary Shares:	The PSU Award represents an unfunded, unsecured contractual right to receive Ordinary Shares, subject to the terms and conditions of this Award Agreement and the Plan. Ordinary Shares subject to the PSU Award will not be issued and outstanding until delivered to Participant in accordance with the terms of this Award Agreement and the Plan.<br><br><br><br>Vested Earned Shares will be delivered as soon as practicable after (and in any event no later than two and one-half months after) the earliest to occur of (i) the Vesting Date; (ii) Participant’s death; and (iii) Participant’s CIC Qualifying Termination.<br><br><br><br>The number of Earned Shares delivered to Participant will be reduced by any Ordinary Shares retained by the Company to satisfy applicable tax withholding obligations).
Certain Defined Terms:	As used herein, the terms “Cause,” “Disability,” and “Good Reason” shall have the meanings given to such terms in the Company’s Executive Severance Plan, as in effect from time to time (without regard to whether Participant is otherwise eligible for or subject to the Company’s Executive Severance Plan).
Effect on Other Benefits:	Income recognized by Participant as a result of the vesting or settlement of the PSU Award will not be included in the formula for calculating benefits under the Company’s or its Affiliates’ employee benefit plans, policies or programs which take compensation into account in computing benefits.
Electronic Delivery:	The Company may, in its discretion, deliver any documents it deems necessary, advisable or appropriate in connection herewith, including with respect to Participant’s participation in the Plan, or future awards that may be granted under the Plan (or any successor incentive stock plan) by electronic means and/or request Participant’s consent to participate in the Plan (or any successor incentive stock plan) by electronic means. Participant hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan (or any successor incentive stock plan) through an online or electronic system established and maintained by the Company or another third party designated by the Company.
Country-Specific Terms:	Country-specific terms that apply to individuals in those countries may be set forth in an addendum to this Award Agreement.
Other Terms:	All other terms are as set forth in the Plan, which is incorporated herein by reference. In the event that a provision of the Award Agreement conflicts with the Plan, the terms of the Plan will control. By accepting this Award Agreement, Participant agrees to be subject to the terms and conditions of the Plan.

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Exhibit A

Performance Goals

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SMURFIT WESTROCK Plc 2024 LONG-TERM INCENTIVE PLAN

AWARD AGREEMENT

ADDENDUM FOR EMPLOYEES

This Addendum includes additional terms and conditions that govern an Award under the Smurfit Westrock Plc (the “Company”) 2024 Long-Term Incentive Plan (the “Plan”) and is intended to provide participants in the Plan with information that is supplemental to the rules of the Plan and the applicable Award Agreement. Part I of this Addendum includes special terms and conditions that applies to all Eligible Employees who participate in the Plan. Part II contains special terms and conditions that apply to participants who are employed or resident in the particular jurisdiction listed. Capitalized terms used in this Addendum shall have the meaning attributed to such terms in the rules of the Plan unless defined otherwise below. In the event of any discrepancy between this Addendum and the Plan, the rules of the relevant Plan will prevail.

If you have more than one Award, in this Addendum, the term “Award” shall be construed to include all of your Awards under the Plan, but each is a separate Award.

In addition to special terms and conditions, Part II of this Addendum also may include information regarding exchange controls and certain other issues of which you should be aware with respect to your participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of April 2025. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you not rely on the information noted herein as the only source of information relating to the consequences of your participation in the Plan because the information may be out of date at the time your Award is settled or you sell Ordinary Shares acquired under the Plan.

In addition, the information is general in nature and may not apply to your particular situation, and the Company is not in a position to assure you of any particular result. Accordingly, you should seek appropriate professional advice as to how the relevant laws in your country apply to your specific situation.

If you are a citizen or resident of a country other than the country in which you are currently working or residing, transferred employment or residency after the Award was granted, or are considered a resident of another country for local law purposes, the information contained in Part II of this Addendum may not be applicable to you.

PART I - TERMS AND CONDITIONS APPLICABLE TO ALL COUNTRIES

The following terms and conditions apply if you reside in any one of the countries listed in this Addendum:

1.Nature of Grant. In accepting the grant, you acknowledge and agree that:

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(a)the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;

(b)the Plan is operated and the Award is granted solely by the Company and only the Company is a party to the Award Agreement; accordingly, any rights you may have under the Award Agreement may be raised only against the Company but not any of its Subsidiaries or Affiliates (including, but not limited to, the Employer);

(c)no Affiliate of the Company (including, but not limited to, the Employer) has any obligation to make any payment of any kind to you under the Award Agreement;

(d)the grant of the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Awards, or benefits in lieu of Awards, even if Awards have been granted in the past;

(e)all decisions with respect to future Award grants, if any, will be at the sole discretion of the Company;

(f)you are voluntarily participating in the Plan;

(g)the Award and the underlying Ordinary Shares, and the income and value of same, are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer and which is outside the scope of your employment contract, if any;

(h)the Award and the underlying Ordinary Shares, and the income and value of same, are not intended to replace any pension rights or compensation;

(i)the Award and the underlying Ordinary Shares, and the income and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, dismissal, redundancy, end of service payments, bonuses, holiday pay, leave pay, long-service awards, pension or retirement or welfare benefits or similar mandatory payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Subsidiary or Affiliate;

(j)the Award and your participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any Subsidiary or Affiliate;

(k)the future value of the underlying Ordinary Shares is unknown and cannot be predicted with certainty;

(l)no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of your employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) or from the application of any clawback or recoupment policy adopted by the Company or imposed by applicable law;

(m)unless otherwise agreed with the Company in writing, the Award, the underlying Ordinary Shares, and the income and value of same, are not granted as consideration for, or in connection with, any service you may provide as a director of a Subsidiary or Affiliate;

(n)in the event of termination of your employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), your right to vest in the Award under the Plan, if any, will terminate effective

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as of the date that you are no longer actively providing services and will not be extended by any notice period (e.g., your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award grant (including whether you may still be considered to be providing services while on a leave of absence);

(o)neither the Company, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Award or of any amounts due to you pursuant to the settlement of the Award or the subsequent sale of any Ordinary Shares acquired upon settlement; and

(p)unless otherwise provided in the Award Agreement or by the Company in its discretion, the Award and the benefits under the Plan, if any, will not automatically transfer to, or be assumed by, another company nor will the Award and the benefits under the Plan be exchanged, or substituted for, in the case of a merger, take-over or transfer of liability.

2.No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan or your acquisition or sale of the underlying Ordinary Shares. You should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.

3.Tax Withholding Regardless of any action the Company or a Subsidiary or Affiliate which is your employer (the “Employer”) takes with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance contributions, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan (“Tax-Related Items”), you acknowledge and agree that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, and that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the Award, the vesting of the Award, the subsequent sale of any Ordinary Shares acquired upon vesting of the Award and the receipt of any dividends, and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to any relevant taxable or tax withholding event, you shall pay or make adequate arrangements satisfactory to the Company or the Employer, to satisfy all Tax-Related Items. In this regard, prior to the delivery of Ordinary Shares issued in settlement of the Award, if your country of residence (and/or the country of employment, if different) requires withholding of Tax-Related Items, the Company may withhold a sufficient whole number of Ordinary Shares otherwise issuable in settlement of the Award that has an aggregate Fair Market Value sufficient

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to pay the minimum Tax-Related Items required to be withheld with respect to the Ordinary Shares, or to the extent it would not result in adverse accounting treatment, the Company may, in its sole discretion, withhold Ordinary Shares based on a rate of up to the maximum applicable withholding rate. The cash equivalent of the Ordinary Shares withheld will be used to settle the obligation to withhold the Tax-Related Items. By accepting the Award, you expressly consent to the withholding of Ordinary Shares as provided for hereunder.

Alternatively, you hereby authorize the Company (on your behalf and at your direction pursuant to this authorization) to immediately sell a sufficient whole number of Ordinary Shares acquired upon vesting resulting in sale proceeds sufficient to pay the Tax-Related Items required to be withheld. You agree to sign any agreements, forms and/or consents that reasonably may be requested by the Company (or the Company’s designated brokerage firm) to effectuate the sale of the Ordinary Shares (including, without limitation, as to the transfer of the sale proceeds to the Company to satisfy the Tax-Related Items required to be withheld). Further, the Company or the Employer may, in its discretion, withhold any amount necessary to pay the Tax-Related Items from your salary or any other amounts payable to you, with no withholding of Ordinary Shares or sale of Ordinary Shares, or may require you to submit a cash payment equivalent to the Tax-Related Items required to be withheld with respect to the vested Award.

If the Company applies the maximum applicable withholding rate for any of the withholding methods previously described, you may receive a refund of any over-withheld amount in cash and will have no entitlement to the share equivalent. You shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Ordinary Shares or the proceeds of the sale of Ordinary Shares, if you fail to comply with your obligations in connection with the Tax-Related Items.

All other Tax-Related Items related to the Award and any Ordinary Shares delivered in payment thereof are your sole responsibility. In no event, shall whole shares be withheld by or delivered to the Company in satisfaction of any Tax-Related Items in excess of the maximum statutory tax withholding required by law. If the obligation for Tax-Related Items is satisfied by withholding in Ordinary Shares, for tax purposes, you are deemed to have been issued the full number of Ordinary Shares subject to the vested Award, notwithstanding that a number of the Ordinary Shares are held back solely for the purpose of paying the Tax-Related Items. You agree to indemnify the Company and its Subsidiaries against any and all liabilities, damages, costs and expenses that the Company and its Subsidiaries may hereafter incur, suffer or be required to pay with respect to the payment or withholding of any Tax-Related Items.

The Award is intended to be exempt from the requirements of Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). The Plan and this Award Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that the Award Agreement is subject to Code Section 409A and that it has failed to comply with the requirements of that Section, the Company may, in its sole discretion, and without your consent, amend this Award Agreement to cause it to comply with Code Section 409A or be exempt from Code Section 409A.

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4.Data Privacy. The Company is located at Beech Hill, Clonskeagh, Dublin 4, Ireland and grants employees of the Company, Subsidiaries and Affiliates the opportunity to participate in the Plan, at the Company's sole discretion. If you would like to participate in the Plan, you understand that the Company will process your Personal Data in accordance with the Smurfit Westrock Global Privacy Policy, which can be found on your Fidelity account under Plan & Grant Documents, and the applicable employee privacy notice.

5.Language. You acknowledge that you are proficient in the English language, or have consulted with an advisor who is proficient in the English language, so as to enable you to understand the provisions of this Award Agreement and the Plan. If you have received the Award Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

6.Foreign Asset/Account, Exchange Control and Tax Reporting. You may be subject to foreign asset/account, exchange control and/or tax reporting requirements as a result of the acquisition, holding and/or transfer of Ordinary Shares or cash (including dividends, dividend equivalents and the proceeds arising from the sale of Ordinary Shares) derived from your participation in the Plan, to and/or from a brokerage/bank account or legal entity located outside your country. The applicable laws of your country may require that you report such accounts, assets, the balances therein, the value thereof and/or the transactions related thereto to the applicable authorities in such country. You acknowledge that you are responsible for ensuring compliance with any applicable foreign asset/account, exchange control and tax reporting requirements and should consult your personal legal advisor on this matter. Neither Smurfit Westrock Plc nor any of its Affiliates will be liable for any resulting fines or penalties for non-compliance.

7.Insider Trading/Market Abuse Laws. You acknowledge that your or your broker’s country of residence or the country where Ordinary Shares are listed may have insider trading restrictions and/or market abuse laws which may affect your ability to accept, acquire, sell or otherwise dispose of Ordinary Shares or rights to Ordinary Shares (i.e., Award) or rights linked to the value of Ordinary Shares (e.g., phantom awards, futures) under the Plan during such times that you are considered to have “inside information” (as defined in the laws in the applicable country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you place before you possessed inside information. Furthermore, you may be prohibited from (i) disclosing the inside information to any third party (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Third parties include fellow employees. These laws may be the same or different from any Company insider trading policy. You acknowledge that it is your responsibility to comply with such regulations, and that you should speak to your personal advisor on this matter.

8.Electronic Delivery of Documents. The Company may, in its sole discretion, deliver any documents related to the Award and participation in the Plan, or future grants of Award that may be granted under the Plan, by electronic means unless otherwise prohibited by local law. You hereby consent to receive such documents by electronic delivery and agree to

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9.Repayment/Forfeiture. Any benefits you may receive hereunder shall be subject to repayment or forfeiture as may be required to comply with (i) any applicable listing standards of a national securities exchange adopted in accordance with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding recovery of erroneously awarded compensation) and any implementing rules and regulations of the U.S. Securities and Exchange Commission adopted thereunder, (ii) similar rules under the laws of any other jurisdiction and (iii) any policies adopted by the Company to implement such requirements, all to the extent determined by the Company in its discretion to be applicable to you.

10.Severability and Judicial Modification. If any provision of the Award Agreement, including this Addendum, is held to be invalid or unenforceable under the applicable laws of any country, state, province, territory or other political subdivision or the Company elects not to enforce such restriction, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be modified only to the extent necessary to render that provision valid and enforceable to the fullest extent permitted by law. If the invalid or unenforceable provision cannot be, or is not, modified, that provision shall be severed from the Award Agreement and/or Addendum and all other provisions shall remain valid and enforceable.

PART II - COUNTRY-SPECIFIC TERMS AND CONDITIONS

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Document

Exhibit 10.3†

Smurfit Westrock plc<br><br>Beech Hill, Clonskeagh, Dublin 4, D04 N2R2, Ireland.<br><br>Tel: +353 (0)1 202 7000, Fax: +353 (0)1 269 4481<br><br>smurfitwestrock.com

SMURFIT WESTROCK PLC

2024 LONG-TERM INCENTIVE PLAN

RSU AWARD AGREEMENT

This RSU Award Agreement (this “Award Agreement”) evidences the grant of an RSU Award by Smurfit Westrock plc (the “Company”) under the Smurfit Westrock plc 2024 Long-Term Incentive Plan, as in effect from time to time (the “Plan”). Capitalized terms not defined in this Award Agreement have the meanings given to them in the Plan.

Participant:	#ParticipantName#
Grant Date:	#GrantDate#
Acceptance of RSU Award:	Please affirmatively acknowledge and accept this Award Agreement by following the instructions in your account with Fidelity.
Number of Ordinary Shares subject to RSU Award:	#QuantityGranted#, plus additional Ordinary Shares credited as the result of dividend payments, as described below.
Vesting Conditions:	[VESTING SCHEDULE]
Voting and Dividends:	Participant will not be entitled to vote the Ordinary Shares underlying the RSU Award until after the applicable portion of the RSU Award vests and the Ordinary Shares underlying such applicable portion of the RSU Award have been delivered to Participant.<br><br><br><br>With respect to each cash dividend on the Ordinary Shares for which the record date occurs during the Vesting Period, the number of Ordinary Shares underlying any unvested portion of the RSU Award shall be increased by a number of Ordinary Shares equal to the quotient (rounded down to the nearest whole number of Ordinary Shares) of (i) the per share cash dividend amount multiplied by the number of Ordinary Shares subject to the RSU Award on the dividend record date, divided by (ii) the closing price of the Ordinary Shares on the New York Stock Exchange on the dividend payment date.

P AP E R | P ACKAG I NG | S O L U T I O NS

Smurfit Westrock plc

Termination of Service; Garden Leave:

The RSU Award shall be treated as set forth below upon Participant’s termination of service: Retirement; Disability; Death; Involuntary Termination. If Participant’s service is terminated before a Vesting Date by reason of (i) Participant’s Retirement (as defined below), on or after the first anniversary of the Grant Date, (ii) Participant’s Disability, (iii) Participant’s death, or (iv) by reason of Participant’s involuntary termination due to reduction in force, site closures, redundancy or similar events on or after the first anniversary of the Grant Date (with respect to this subclause (iv), in each case, (a) subject to all applicable laws, (b) as determined by the Committee and, (c) for clarity, not due to Participant’s poor performance or for Cause) and such termination is not a CIC Qualifying Termination (as defined below), then a portion of the RSU Award, equal to the product, rounded down to the nearest whole number of Ordinary Shares, of (x) the total number of Ordinary Shares subject to the RSU Award that are scheduled to vest on the Vesting Date immediately following the date of Participant’s termination of service (if any) multiplied by (y) the quotient obtained by dividing the number of days elapsed between the immediately preceding Vesting Date (or, if a termination of service by reason of Participant’s Disability or death occurs prior to the first Vesting Date, the number of days elapsed between the Grant Date) and the date of such termination of service by three hundred sixty-five (365) (which corresponds to the total number of days in each annual installment of the Vesting Period), and the date of Participant’s termination shall be the “Vesting Date” for purposes of such portion of the RSU Award. Any portion of the RSU Award that does not become vested in accordance with the foregoing and remains unvested as of the Participant’s termination of service will be forfeited in its entirety. For purposes of the foregoing, “Retirement” means Participant’s termination of service (A) on or after Participant has reached (1) age sixty-five (65) with at least one full year of service or (2) age fifty-eight (58) with the sum of Participant’s age and full years of service added together equaling sixty-five (65) or more, in each case with years of service to include service with the Company or any Subsidiary (including service with any entity acquired by the Company) as of the date of Participant’s termination of service, as determined in the sole discretion of the Committee, and (B) on no fewer than six (6) months’ prior written notice, in all cases provided that Participant is in good standing at the time of such termination as determined by the Committee or its authorized designee in its sole discretion. CIC Qualifying Termination. If the RSU Award is replaced with a Replacement Award upon the occurrence of a Change in Control in accordance with Section 14 of the Plan and, within twenty-four (24) months following the Change in Control, Participant’s service is terminated by the Company without Cause or by the Participant for Good Reason before a Vesting Date (such termination, a “CIC Qualifying Termination”), then the Replacement Award shall immediately vest in full with respect to all unvested shares or other securities subject to the Replacement Award, and the date of Participant’s termination shall be the “Vesting Date” for purposes of the unvested portion of the Replacement Award.

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Other Terminations. Except as set forth above, if Participant’s service terminates during the Vesting Period, any portion of the RSU Award that remains unvested as of the Participant’s termination of service will be forfeited in its entirety. Cessation of Vesting During Garden Leave. Except to the extent prohibited by applicable law or where otherwise determined by the Committee, Participant’s right to vest in the unvested portion of the RSU Award, if any, will terminate effective as of the date that Participant is no longer expected to provide further services to the Company and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement or offer letter, if any). The Committee shall have absolute discretion to determine when Participant is no longer expected to provide further services for such purposes (including whether Participant may still be considered to be providing services for vesting purposes while on a leave of absence). Except as otherwise determined by the Committee, all references to “termination of service” or similar terms in this Award Agreement shall be construed in accordance with the foregoing (i.e., termination of service shall mean the date on which the Participant is no longer expected to provide further services to the Company, as determined by the Committee). Notwithstanding anything herein to the contrary, solely for purposes of any RSU Award or portion thereof that constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code, to the extent such RSU Award or portion thereof is payable by reason of Participant’s termination of service, a termination of service will not be deemed to occur unless such termination of service constitutes a “separation from service” (within the meaning of Section 409A of the Code).

Delivery of Ordinary Shares:

The RSU Award represents an unfunded, unsecured contractual right to receive Ordinary Shares, subject to the terms and conditions of this Award Agreement and the Plan. Ordinary Shares subject to the RSU Award will not be issued and outstanding until delivered to Participant in accordance with the terms of this Award Agreement and the Plan. If the RSU Award becomes vested as described above, Ordinary Shares subject to the RSU Award will be delivered as soon as practicable following the applicable Vesting Date, and in any event no later than two and one-half months following the applicable Vesting Date. The number of Ordinary Shares delivered to Participant will be reduced by any Ordinary Shares retained by the Company to satisfy applicable tax withholding obligations.

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Certain Defined Terms:	As used herein, the terms “Cause,” “Disability,” and “Good Reason” shall have the meanings given to such terms in the Company’s Executive Severance Plan, as in effect from time to time (without regard to whether Participant is otherwise eligible for or subject to the Company’s Executive Severance Plan).
Effect on Other Benefits:	Income recognized by Participant as a result of the vesting or settlement of the RSU Award will not be included in the formula for calculating benefits under the Company’s or its Affiliates’ employee benefit plans, policies or programs which take compensation into account in computing benefits.
Electronic Delivery:	The Company may, in its discretion, deliver any documents it deems necessary, advisable or appropriate in connection herewith, including with respect to Participant’s participation in the Plan, or future awards that may be granted under the Plan (or any successor incentive stock plan) by electronic means and/or request Participant’s consent to participate in the Plan (or any successor incentive stock plan) by electronic means. Participant hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan (or any successor incentive stock plan) through an online or electronic system established and maintained by the Company or another third party designated by the Company.
Country-Specific Terms:	Country-specific terms that apply to individuals in those countries may be set forth in an addendum to this Award Agreement.
Other Terms:	All other terms are as set forth in the Plan, which is incorporated herein by reference. In the event that a provision of the Award Agreement conflicts with the Plan, the terms of the Plan will control. By accepting this Award Agreement, Participant agrees to be subject to the terms and conditions of the Plan.

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SMURFIT WESTROCK Plc 2024 LONG-TERM INCENTIVE PLAN

AWARD AGREEMENT

ADDENDUM FOR EMPLOYEES

If you have more than one Award, in this Addendum, the term “Award” shall be construed to include all of your Awards under the Plan, but each is a separate Award.

PART I - TERMS AND CONDITIONS APPLICABLE TO ALL COUNTRIES

The following terms and conditions apply if you reside in any one of the countries listed in this Addendum:

1.Nature of Grant. In accepting the grant, you acknowledge and agree that:

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(a)the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;

(c)no Affiliate of the Company (including, but not limited to, the Employer) has any obligation to make any payment of any kind to you under the Award Agreement;

(e)all decisions with respect to future Award grants, if any, will be at the sole discretion of the Company;

(f)you are voluntarily participating in the Plan;

(h)the Award and the underlying Ordinary Shares, and the income and value of same, are not intended to replace any pension rights or compensation;

(j)the Award and your participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any Subsidiary or Affiliate;

(k)the future value of the underlying Ordinary Shares is unknown and cannot be predicted with certainty;

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PART II - COUNTRY-SPECIFIC TERMS AND CONDITIONS

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Document

Exhibit 31.1†

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Anthony Smurfit, certify that:

1.I have reviewed this Quarterly Report on Form 10 -Q of Smurfit Westrock plc;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and

procedures (as defined in Exchange Act Rules 13a -15(e) and 15d-15(e)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)[Reserved];

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this re port based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred

during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) t hat has

materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial

reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report

financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in

the registrant’s internal control over financial reporting. Date: May 9, 2025

By/s/ Anthony Smurfit

Anthony Smurfit

President and Group Chief Executive Officer (Principal Executive Officer)

Document

Exhibit 31.2†

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Ken Bowles, certify that:

1.I have reviewed this Quarterly Report on Form 10 -Q of Smurfit Westrock plc;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and

procedures (as defined in Exchange Act Rules 13a -15(e) and 15d-15(e)) for the registrant and have:

(b)[Reserved];

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) t hat has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial

reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report

financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in

the registrant’s internal control over financial reporting. Date: May 9, 2025

By/s/ Ken Bowles Ken Bowles

Executive Vice President and Group Chief Financial Officer (Principal Financial Officer)

Document

Exhibit 32†

CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Quarterly Report on Form 10 -Q of Smurfit Westrock plc (the “Company”) for the quarter ended March 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “ Report”), each of the undersigned officers the Company does hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.

Date: May 9, 2025 By:/s/ Anthony Smurfit Anthony Smurfit

President and Group Chief Executive Officer

Date: May 9, 2025 By:/s/ Ken Bowles Ken Bowles

Executive Vice President and Group Chief Financial Officer

10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-42161

Smurfit Westrock plc

+353 1 202 7000

N/A

TABLE OF CONTENTS

EXPLANATORY NOTE

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

INDEX TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF

SMURFIT WESTROCK PLC

Smurfit Westrock plc

Condensed Consolidated Balance Sheets (Unaudited)

(in millions, except share data)

Smurfit Westrock plc

Condensed Consolidated Statements of Operations (Unaudited)

(in millions, except per share data)

Smurfit Westrock plc

(in millions)

Smurfit Westrock plc

Condensed Consolidated Statements of Cash Flows (Unaudited)

Smurfit Westrock plc

Condensed Consolidated Statements of Changes in Equity (Unaudited)

(in millions, except per share data)

Smurfit Westrock plc

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

1. Description of Business and Summary of Significant Accounting Policies

1.1. Description of Business

1.2. Basis of Presentation

Smurfit Westrock plc

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

1. Description of Business and Summary of Significant Accounting Policies - continued

1.3. Supplier Finance Program Obligations

1.4. Significant Accounting Policies

1.5. New Accounting Standards Recently Adopted

1.6. New Accounting Standards Not Yet Adopted

Smurfit Westrock plc

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

2. Acquisitions

Transaction agreement with WestRock Company

Unaudited Pro Forma Combined Financial Information

Smurfit Westrock plc

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

2. Acquisitions - continued

3. Segment Information

Smurfit Westrock plc

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

3. Segment Information - continued

Smurfit Westrock plc

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

3. Segment Information - continued

Smurfit Westrock plc

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

3. Segment Information - continued

4. Revenue Recognition

Disaggregated Revenue

Smurfit Westrock plc

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(in millions, except per share data)

4. Revenue Recognition - continued

Revenue Contract Balances

5. Transaction and Integration-related Costs Associated with the Combination

Transaction-related Costs Associated with the Combination

Integration-related Costs Associated with the Combination