SW SEC Filings

Smurfit Westrock Quarterly Report for Q3 Ended Sep 30, 2026

Smurfit Westrock 8-K Report, Financial Results (Oct 28, 2026)

Smurfit Westrock plc (NYSE: SW) reported third quarter 2026 results for the period ended September 30, 2026, with net sales of $8,161 million, compared with $8,003 million in the prior-year quarter. Net income was $219 million (net income margin of 2.7%, versus 3.1% a year earlier), and Adjusted EBITDA was $1,205 million (Adjusted EBITDA margin of 14.8%, versus 16.3%). Basic EPS was $0.42 and Adjusted Basic EPS was $0.45, compared with $0.47 and $0.58 in the third quarter of 2025. Net cash provided by operating activities was $874 million, down from $1,133 million a year earlier. Management described the quarter as resilient against what it called unprecedented cost inflation and somewhat weaker than anticipated converting volumes. By segment, North America reported Adjusted EBITDA of $760 million (15.6% margin), Europe, MEA and APAC reported $379 million (13.4% margin), and LATAM reported $126 million (21.4% margin). Management now estimates full-year 2026 Adjusted EBITDA of approximately $4.7 billion and expects to absorb about $700 million of additional freight and energy costs in 2026. The company says it has implemented price increases intended to more than offset these costs, with full benefits expected to be realized into 2027. The company also announced an agreement to acquire the containerboard assets of CMPC in Chile. The Board approved a quarterly dividend of $0.4523 per ordinary share, payable December 10, 2026 to shareholders of record on November 13, 2026. The company also furnished a third quarter 2026 earnings presentation for its October 28, 2026 conference call. The filing notes that management did not reconcile the full-year Adjusted EBITDA outlook to GAAP net income because it could not do so without unreasonable efforts.

Smurfit Westrock Quarterly Report for Q2 Ended Jun 30, 2026

Smurfit Westrock plc reported net sales of $8,031 million for the three months ended June 30, 2026, up from $7,940 million a year earlier, primarily due to a net positive foreign currency impact partially offset by lower selling price mix. Net income attributable to common shareholders was $89 million for the quarter, compared with a net loss of $28 million in the prior-year quarter. For the six months, net sales rose to $15,743 million from $15,596 million, while net income attributable to common shareholders fell to $154 million from $356 million, reflecting higher cost of goods sold including freight, depreciation, downtime and energy costs, and accelerated depreciation for machine closures. Adjusted EBITDA was $1,140 million for the quarter versus $1,213 million a year earlier, and $2,216 million for the six months versus $2,465 million. Net cash provided by operating activities was $969 million for the six months, down from $1,064 million, while capital expenditures were $1,089 million. Total debt stood at $14,164 million at June 30, 2026, and the company reported $5,239 million of available liquidity. The Board approved a quarterly dividend of $0.4523 per share payable September 10, 2026. The filing also discloses pending litigation, including a U.S. antitrust class action in which the company states an adverse outcome could have a material impact, and an ICSID annulment proceeding related to an award in favor of a subsidiary against Venezuela. Management concluded that disclosure controls and procedures were effective.

Smurfit Westrock 8-K Report, Financial Results (Jul 29, 2026)

Smurfit Westrock plc (NYSE: SW) reported second quarter 2026 results on July 29, 2026, furnished under Item 2.02 of this Form 8-K. Net sales were $8,031 million, up from $7,940 million in the prior-year quarter. Net income was $88 million (1.1% net income margin), compared with a net loss of $(26) million a year earlier. Adjusted EBITDA was $1,140 million with a 14.2% margin, versus $1,213 million (15.3%) in Q2 2025. Management attributed the quarter's pressure to significantly higher input costs, particularly freight, while noting strong paper demand and an expectation of recovering input cost inflation through the second half of the year. By segment, North America posted Adjusted EBITDA of $704 million (14.8% margin) versus $752 million a year earlier, EMEA and APAC posted $380 million (13.4%), and LATAM posted $124 million (22.2%). Operating cash flow was $765 million, against $829 million in the prior-year quarter. Cash and cash equivalents were $677 million at June 30, 2026, and current portion of debt rose to $931 million from $346 million at December 31, 2025. Looking ahead, the company expects third-quarter 2026 Adjusted EBITDA of approximately $1.3 billion and full-year 2026 Adjusted EBITDA of $4.9 billion to $5.1 billion. The Board approved a quarterly dividend of $0.4523 per share, payable September 10, 2026 to holders of record on August 14, 2026. The presentation also outlines a Medium-Term Plan targeting Adjusted EBITDA of approximately $7 billion by 2030 and cumulative dividends of about $5 billion over 2026 to 2030.

Smurfit Westrock 8-K Report, Shareholder Vote Results (May 1, 2026)

Smurfit Westrock plc held its 2026 annual general meeting of shareholders on May 1, 2026, and filed this Form 8-K under Item 5.07 to report the voting results. Shareholders elected all 12 director nominees named in Proposal 1, and each of Proposals 2 through 6 was approved. The vote tallies are set out in the filing, and the proposal numbers correspond to those in the definitive proxy statement filed on March 11, 2026. Director support was strong, with the lowest For vote at 97.59% for Kaisa Hietala and the highest at 99.71% for Carol Fairweather. The advisory say-on-pay vote on named executive officer compensation (Proposal 2) received 93.82% For and 6.18% Against, the weakest support among the operational proposals. The KPMG ratification (Proposal 3(a), 99.27% For) and the Audit Committee's authority to set KPMG's remuneration (Proposal 3(b), 98.74% For) both passed comfortably. The weakest result was Proposal 5, the renewal of the Board's authority to opt out of statutory pre-emption rights, which received 83.80% For and 16.20% Against. The renewal of the Board's share issuance authority (Proposal 4) received 97.05% For, and the price range for re-issuing treasury shares (Proposal 6) received 99.62% For. Ken Bowles, Executive Vice President and Group Chief Financial Officer, signed the report.

Smurfit Westrock Quarterly Report for Q1 Ended Mar 31, 2026

Smurfit Westrock plc reported net sales of $7,712 million for the three months ended March 31, 2026, up $56 million from $7,656 million a year earlier, driven primarily by a $316 million net positive foreign currency impact that was largely offset by a $256 million impact of lower volumes. Net income attributable to common shareholders fell to $65 million from $384 million, mainly due to higher cost of goods sold, including $70 million of accelerated depreciation for machine closures, lower volumes, economic downtime, adverse weather and higher freight costs. Diluted earnings per share were $0.12 versus $0.73. Adjusted EBITDA, a non-GAAP measure, was $1,076 million compared with $1,252 million in the prior-year period. Cash generation weakened modestly. Net cash provided by operating activities was $204 million, down $31 million, while capital expenditures were $624 million. Total debt rose to $14,255 million at March 31, 2026 from $13,773 million at December 31, 2025, and cash and cash equivalents were $674 million. The company had $5,337 million of available liquidity, including undrawn committed facilities of $4,663 million. The company paid $237 million of cash dividends, and on April 30, 2026 its Board approved a quarterly dividend of $0.4523 per share payable June 10, 2026. Segment results were mixed. North America Adjusted EBITDA fell $188 million to $597 million on higher costs and lower volumes, while Europe, MEA and APAC rose $32 million to $421 million and LATAM declined $6 million to $109 million. The filing also discloses ongoing litigation, including a U.S. antitrust class action filed July 29, 2025 in which the company's subsidiaries remain defendants, and an ICSID arbitration award against Venezuela, which is under annulment review.

Smurfit Westrock 8-K Report, Financial Results (Apr 30, 2026)

Smurfit Westrock plc (NYSE: SW, LSE: SWR) reported first quarter 2026 results, furnished under Item 2.02 of this Form 8-K and detailed in Exhibit 99.1. Net sales were $7,712 million versus $7,656 million in the prior-year quarter. Net income fell to $63 million from $382 million, with a net income margin of 0.8% compared with 5.0%. Adjusted EBITDA was $1,076 million, with a 14.0% margin, down from $1,252 million and 16.4%. Management attributed $65 million of the quarter's net income and Adjusted EBITDA impact to adverse weather, primarily in North America. Basic EPS was $0.12 versus $0.74, and Adjusted Basic EPS was $0.33 versus $0.68. By segment, North America Adjusted EBITDA declined to $597 million from $785 million, while Europe, MEA and APAC rose to $421 million from $389 million and LATAM edged down to $109 million from $115 million. Management said containerboard pricing rose a net $20 per ton in the quarter, with a further $30 per ton increase implemented in April, and expects volume growth in the second half. For the second quarter, management currently expects Adjusted EBITDA of $1.1 billion to $1.2 billion, and it reaffirmed full-year 2026 Adjusted EBITDA guidance of $5.0 billion to $5.3 billion. The company also declared a quarterly dividend of $0.4523 per share, payable June 10, 2026 to holders of record on May 15, 2026. It is reviewing its London Stock Exchange listing, which may result in delisting from the LSE; the NYSE primary listing is outside the review, and an outcome is anticipated in May 2026. Operating cash flow was $204 million and capital expenditures were $624 million in the quarter.

Smurfit Westrock 8-K Report, Executive Changes (Feb 27, 2026)

Smurfit Westrock plc (SW) filed a Form 8-K dated February 27, 2026, under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers). The filing reports that directors Terrell K. Crews and Lourdes Melgar notified the company on February 25, 2026, that they will step down from the Board effective at the conclusion of the 2026 Annual General Meeting of Shareholders, currently scheduled for May 1, 2026. Upon their departure, the size of the Board will be reduced to 12 directors. The filing states that neither resignation was related to any disagreement with the company or to any matters concerning its operations, policies, or practices. The departures also affect committee roles. Crews will step down as Chair of the Audit Committee and as a member of the Finance Committee, and Melgar will step down as a member of the Audit and Sustainability Committees. Carole L. Brown will succeed Crews as Chair of the Audit Committee effective at the same time, and the company states that appropriate succession arrangements will be implemented within the relevant Board Committees. For investors, the filing is a board-composition and governance update rather than a financial disclosure. It contains no financial results or figures. The most notable items are the Audit Committee chair transition and the reduction of the Board to 12 directors, both taking effect at the 2026 AGM. The filing was signed by Ken Bowles, Executive Vice President & Group Chief Financial Officer.

Smurfit Westrock Annual Report, Year Ended Dec 31, 2025

Smurfit Westrock plc's 10-K for fiscal 2025 reports net sales of $31,179 million, up from $21,109 million in 2024, driven mainly by the $9,845 million impact of the WestRock acquisition (the Combination, closed July 5, 2024). Excluding the acquisition, net sales rose $225 million, with a $487 million higher selling price mix and a $452 million net positive foreign currency impact, partly offset by a $716 million negative volume impact. Net income attributable to common shareholders increased to $699 million from $319 million, while operating profit rose to $1,719 million from $1,007 million. Impairment and restructuring costs increased to $385 million, mainly tied to the planned closure of a St. Paul, Minnesota mill, the discontinuation of production at a Forney, Texas mill, and two German converting facilities. Cash generation improved, with net cash provided by operating activities of $3,392 million versus $1,483 million in 2024. Capital expenditures were $2,192 million, and dividends paid totaled $900 million. Adjusted EBITDA was $4,939 million compared with $3,386 million. Total debt stood at $13,773 million at year end, and available liquidity was $5,452 million, including $892 million of cash. The company reported a remediated material weakness related to internal controls, and KPMG issued an unqualified opinion on both the financial statements and internal control over financial reporting. Investors should note the ongoing integration of legacy Smurfit Kappa and WestRock, the $13.8 billion debt load, a U.S. antitrust class action filed July 29, 2025 (Smurfit Westrock plc was later dismissed from it), and a pending Brazil tax dispute of R$790 million ($144 million). The company also announced a quarterly dividend of $0.4523 per share, an annualized $1.81, and a medium-term plan in February 2026.

Smurfit Westrock 8-K Report, Financial Results (Feb 11, 2026)

Smurfit Westrock plc (NYSE: SW, LSE: SWR) furnished this Form 8-K on February 11, 2026 to report fourth-quarter and full-year 2025 results and to present its Medium-Term Plan. For Q4 2025, net sales were $7,580 million, net income was $98 million (1.3% net income margin), Adjusted EBITDA was $1,172 million (15.5% margin), and net cash provided by operating activities was $1,195 million, with Adjusted Free Cash Flow of $679 million. For full year 2025, net sales were $31,179 million, net income was $699 million, Adjusted EBITDA was $4,939 million (15.8% margin), and Adjusted Free Cash Flow was $1,501 million, compared with $21,109 million of net sales, $319 million of net income and $3,386 million of Adjusted EBITDA in 2024. The 2024 comparison reflects the July 5, 2024 combination with WestRock Company, with legacy Smurfit Kappa treated as the accounting acquirer. The Medium-Term Plan targets Adjusted EBITDA of about $7 billion by 2030, a roughly 7% Adjusted EBITDA CAGR over 2026-2030, and about 300 basis points of margin expansion. It also targets cumulative Discretionary Free Cash Flow of about $14 billion over 2026-2030 (excluding about $4 billion of growth capex), dividends of about $5 billion over the period, and share buyback capacity from 2027. The plan assumes market growth of 1.6% in North America, 1.7% in Europe and 2.0% in Latin America, below mid-market paper pricing in Europe, and no paper price increases in North America. The company guided Q1 2026 Adjusted EBITDA to $1.1-1.2 billion and full-year 2026 Adjusted EBITDA to $5.0-5.3 billion. The company also declared a quarterly dividend of $0.4523 per share, payable March 18, 2026, an increase of 5% from the prior dividend. Management noted significant weather events in North America and Europe, and North America's Q4 Adjusted EBITDA fell to $651 million from $710 million a year earlier, reflecting additional downtime and working-capital actions.

Smurfit Westrock 8-K Report, Financial Obligation (Nov 24, 2025)

Smurfit Westrock plc (SW) filed this Form 8-K on November 24, 2025 to report the issuance of new senior notes by its subsidiaries. On November 21, 2025, Smurfit Westrock Financing Designated Activity Company issued $800 million of 5.185% senior notes due January 15, 2036 (the USD Notes). On November 24, 2025, Smurfit Kappa Treasury Unlimited Company issued €500 million of 3.489% senior notes due November 24, 2031 (the EUR Notes). Both series are guaranteed by Smurfit Westrock plc and a group of subsidiaries and were registered under a Form S-3ASR filed November 12, 2025. The company intends to use the net proceeds to redeem in full the $500 million 3.375% senior notes due 2027 issued by WRKCo Inc. (redemption date December 4, 2025) and the €750 million 1.500% senior notes due 2027 issued by Smurfit Kappa Treasury Unlimited Company (redemption date December 2, 2025), with the remainder used for general corporate purposes, including repayment of other indebtedness. An amount equal to the proceeds will also be used to finance or refinance eligible assets under the company's Green Finance Framework. The transaction extends the maturity profile of the company's debt, replacing 2027 maturities with notes due 2031 and 2036. The filing discloses the redemption terms, including make-whole call provisions and par call dates (October 15, 2035 for the USD Notes and August 24, 2031 for the EUR Notes), but does not provide financial results or guidance.

Smurfit Westrock Quarterly Report for Q3 Ended Sep 30, 2025

Smurfit Westrock plc's 10-Q for the quarter ended September 30, 2025 shows a business that is now fully combined with WestRock: net sales were $8,003 million for the three months and $23,599 million for the nine months, versus $7,671 million and $13,570 million a year earlier. The nine-month comparison is inflated by the WestRock acquisition, which the filing says contributed $9,845 million of net sales. Net income attributable to common shareholders was $246 million for the quarter (versus a $150 million loss) and $602 million for the nine months (versus $173 million). Adjusted EBITDA was $1,302 million for the quarter and $3,767 million for the nine months, and net cash provided by operating activities was $2,197 million for the nine months. The filing highlights a large restructuring program. The company permanently closed its St. Paul, Minnesota coated recycled board mill and stopped production at its Forney, Texas containerboard mill, reducing capacity by over 500,000 tons, and is closing two German converting facilities. Impairment and restructuring costs were $360 million for the nine months, and the company expects $39 million of further charges through 2026 related to these closures. Leverage rose, with total debt of $14,171 million (excluding issuance costs) against cash of $851 million and $5,590 million of total available liquidity. The filing also flags risks. Management concluded that disclosure controls were not effective because of a previously reported material weakness in internal control over financial reporting, which remediation is still addressing. A U.S. antitrust class action filed July 29, 2025 names subsidiaries of the company; Smurfit Westrock plc itself was dismissed on October 17, 2025. The company also declared a quarterly dividend of $0.4308 per share payable December 18, 2025.

Smurfit Westrock 8-K Report, Financial Results (Oct 29, 2025)

Smurfit Westrock plc (NYSE: SW) furnished an 8-K on October 29, 2025 reporting third-quarter 2025 results for the period ended September 30, 2025. Net sales were $8,003 million, compared with $7,671 million a year earlier, and net income was $245 million (3.1% net income margin), versus a net loss of $150 million in the prior-year quarter. Adjusted EBITDA was $1,302 million with a 16.3% margin, compared with $1,265 million and 16.5% a year earlier. Net cash provided by operating activities was $1,133 million and Adjusted Free Cash Flow was $579 million. The prior-year quarter did not include legacy WestRock results for the first five days of July 2024, due to the Combination closing on July 5, 2024. By segment, North America delivered Adjusted EBITDA of $810 million at a 17.2% margin, EMEA and APAC delivered $419 million at 14.8%, and Latin America delivered $116 million at 21.3%. Management said the company delivered in line with its Adjusted EBITDA guidance for the quarter. Because of a challenging demand backdrop, the company expects additional economic downtime in the fourth quarter and now expects full-year 2025 Adjusted EBITDA in a $4.9 to $5.1 billion range. The 2026 capital expenditure outlook is $2.4 to $2.5 billion. The Board approved a quarterly dividend of $0.4308 per ordinary share, payable December 18, 2025 to shareholders of record on November 14, 2025. The filing also includes a Q3 2025 earnings presentation (Exhibit 99.2), which lists long-term targets to be announced in February 2026.

Smurfit Westrock Quarterly Report for Q2 Ended Jun 30, 2025

Smurfit Westrock plc's Form 10-Q for the quarter ended June 30, 2025 reports net sales of $7,940 million for the three months ended June 30, 2025, up from $2,969 million a year earlier, with the increase primarily driven by the acquisition of WestRock ($4,839 million contribution). The company posted a net loss attributable to common shareholders of $28 million for the quarter, compared with net income of $132 million in the prior-year quarter, as impairment and restructuring costs of $280 million and higher interest expense of $182 million weighed on results. For the six months, net income attributable to common shareholders was $356 million, and Adjusted EBITDA was $2,465 million versus $955 million a year earlier, per the filing's non-GAAP reconciliation. Cash flow and balance sheet items show net cash provided by operating activities of $1,064 million for the six months, capital expenditures of $999 million, and dividends paid of $450 million. Total debt, excluding debt issuance costs, was $14,425 million at June 30, 2025, and total available liquidity was $5,522 million. The company's disclosure controls were concluded to be not effective due to a previously reported material weakness in internal control over financial reporting tied to the Combination integration. The filing also discloses the April 30, 2025 announced closure of a coated recycled board mill in St. Paul, Minnesota and a containerboard mill in Forney, Texas, with $280 million of impairment and restructuring costs in the quarter. A subsequent-event disclosure describes a July 29, 2025 class action antitrust lawsuit in the U.S. District Court for the Northern District of Illinois, which the company says it is unable to currently assess for outcome or loss range.

Smurfit Westrock 8-K Report, Financial Results (Jul 30, 2025)

Smurfit Westrock plc reported second-quarter 2025 results for the period ended June 30, 2025, with net sales of $7.94 billion and Adjusted EBITDA of $1.213 billion, an Adjusted EBITDA margin of 15.3%. The company posted a net loss of $26 million for the quarter, which management attributed mainly to $280 million of impairment and restructuring costs tied to previously announced closures and other restructuring actions. Net sales of $2.97 billion in the prior-year quarter reflected legacy Smurfit Kappa Group results, as the filing notes that Smurfit Kappa is the accounting acquirer in its combination with WestRock, which closed on July 5, 2024. By segment, North America generated Adjusted EBITDA of $752 million at a 15.8% margin, compared with $61 million in the second quarter of 2024. The EMEA and APAC segment delivered $372 million at a 13.4% margin, and Latin America delivered $123 million at a 23.7% margin. Net cash provided by operating activities was $829 million, and Adjusted Free Cash Flow was $387 million. The Board approved a quarterly dividend of $0.4308 per ordinary share, payable September 18, 2025 to holders of record on August 15, 2025. Management guided to third-quarter 2025 Adjusted EBITDA of approximately $1.3 billion and full-year 2025 Adjusted EBITDA of between $5.0 billion and $5.2 billion, assuming current conditions prevail. The accompanying presentation also lists 2025 capital expenditure of $2.2 billion to $2.4 billion and synergies of approximately $350 million expected to be captured in Adjusted EBITDA in 2025, with about $180 million achieved in the first half. Fitch upgraded the company's long-term issuer rating to BBB+ with a stable outlook on July 2.

Smurfit Westrock Quarterly Report for Q1 Ended Mar 31, 2025

Smurfit Westrock plc reported net sales of $7,656 million for the three months ended March 31, 2025, up from $2,930 million a year earlier. The filing attributes the increase primarily to the acquisition of WestRock, which contributed $4,736 million of net sales. Excluding the acquisition, net sales decreased by $10 million, reflecting a $175 million negative foreign currency impact and a $43 million negative volume impact, largely offset by a $209 million positive selling price mix. Net income attributable to common shareholders was $384 million, compared with $191 million, and Adjusted EBITDA rose to $1,252 million from $475 million. The effective tax rate fell to 2.1% from 28.5%, driven by the resolution of $72 million of unrecognized tax benefits. Balance sheet and cash flow data show total debt, excluding debt issuance costs, of $14,281 million and cash of $797 million at March 31, 2025. Operating cash flow was $235 million, capital expenditures were $477 million, and dividends paid were $225 million. The company reports $5,630 million of available liquidity. Management concluded that disclosure controls were not effective because of a previously reported material weakness in internal control over financial reporting, which remains under remediation. Subsequent to quarter-end, the company announced the permanent closure of its St. Paul, Minnesota CRB mill and the discontinuation of production at its Forney, Texas containerboard mill, plus consultations on two German converting facilities. The filing expects approximately $287 million of pre-tax charges for these closures, including $188 million of non-cash impairments, mostly over the remainder of 2025 and into 2026. The Board also approved a quarterly dividend of $0.4308 per share.

Smurfit Westrock 8-K Report, Shareholder Vote Results (May 2, 2025)

Smurfit Westrock plc held its 2025 annual general meeting of shareholders on May 2, 2025. Shareholders elected all 13 director nominees, with each receiving between 98.16% and 99.78% of votes cast in favor. They also approved the non-binding advisory vote on named executive officer compensation (95.32% for) and ratified KPMG as the independent registered public accounting firm and statutory auditor under Irish law for the fiscal year ended December 31, 2025 (99.93% for). On the remaining proposals, shareholders approved the Audit Committee's authority to set KPMG's remuneration (99.30% for), the Board's authority to issue shares under Irish law (98.01% for), and the price range at which treasury shares can be re-issued (99.55% for). The Board's authority to opt out of statutory pre-emption rights received the lowest support of the items approved, at 87.51% for and 12.49% against. On the frequency of future say-on-pay votes, the "One Year" option received the majority, with 98.73% of votes cast. Following this result, the Board decided the Company will hold an annual advisory vote on named executive officer compensation until the next required frequency vote, which the filing notes must occur every six years.

Smurfit Westrock 8-K Report, Financial Results (May 1, 2025)

On May 1, 2025, Smurfit Westrock plc (NYSE: SW, LSE: SWR) reported first-quarter 2025 results for the period ended March 31, 2025. Net sales were $7,656 million, up from $2,930 million in the prior-year period, which reflects historical results of legacy Smurfit Kappa Group plc as the accounting acquirer in the combination with WestRock Company that closed on July 5, 2024. Net income was $382 million, a 5.0% net income margin, compared with $191 million and a 6.5% margin a year earlier. Adjusted EBITDA was $1,252 million, a 16.4% margin, versus $475 million and a 16.2% margin in the prior-year period. Net cash provided by operating activities was $235 million, and Adjusted Free Cash Flow was negative $144 million. Interest expense, net rose to $167 million from $25 million. Management said the synergy program is on track to deliver $400 million, with approximately $350 million expected in 2025 and approximately $80 million achieved in Q1 2025. Management also flagged additional economic downtime in Q2 costing about $100 million versus Q1, and guided Q2 2025 Adjusted EBITDA to approximately $1.2 billion and full-year 2025 Adjusted EBITDA to between $5.0 billion and $5.2 billion. The company announced closures of over 500,000 tons of North American paper capacity, two North American converting facilities, and consultations to close two converting facilities in EMEA & APAC. The Board approved a quarterly dividend of $0.4308 per ordinary share, payable June 18, 2025 to holders of record on May 16, 2025. By segment, North America posted Adjusted EBITDA of $785 million (16.8% margin), Europe, MEA and APAC $389 million (15.1%), and LATAM $115 million (22.5%). The information in this report is furnished rather than filed under Items 2.02 and 7.01, and it incorporates a press release (Exhibit 99.1) and an earnings presentation (Exhibit 99.2).

Smurfit Westrock 8-K Report, Exit or Disposal Costs (Apr 30, 2025)

On April 30, 2025, Smurfit Westrock plc (NYSE: SW, LSE: SWR) announced it will permanently close its coated recycled board (CRB) mill in St. Paul, Minnesota, and discontinue production at its containerboard mill in Forney, Texas. The specialty coating facility at Forney will not be impacted. The company has also begun consultations with works councils in Germany about permanently closing two converting facilities there. The closures are expected to reduce containerboard and CRB capacity by over 500,000 tons annualized and affect approximately 650 employees in the U.S. and Germany. The company expects aggregate pre-tax cash charges of approximately $99 million, consisting of about $42 million in severance payments and $57 million in other restructuring costs, plus pre-tax non-cash asset impairment charges of approximately $188 million. Of the total charges, $226 million will be recognized in the second quarter of 2025, with the remaining $61 million expected over the rest of 2025 and into 2026. Headcount reductions are subject to local regulatory requirements, and actual charges and timing may differ from current estimates. For investors, the filing signals a capacity rationalization with a combined one-time charge of roughly $287 million in cash and non-cash items, most of it hitting the second quarter of 2025. The filing also includes standard forward-looking statement cautions covering the closures, cost savings, and impairment risks.

Smurfit Westrock 8-K Report, Executive Changes (Mar 11, 2025)

In an Item 5.02 Form 8-K dated March 11, 2025, Smurfit Westrock plc reports that its Board of Directors appointed Carole L. Brown as an independent director, effective March 11, 2025. The Board appointed her as well to the Audit Committee and the Sustainability Committee. The filing describes Ms. Brown, age 60, as having most recently served as Head of the Asset Management Group at PNC Financial Services Group from 2020 until August 2024, and as having previously been Chief Financial Officer for the City of Chicago from 2015 to 2019. Ms. Brown will receive the annual cash retainers and annual stock grant under the company's director compensation program, as described in a prior Form 8-K filed July 8, 2024. She is also entering into the company's standard deed of indemnification and indemnification agreement. The filing states there are no related-party transactions under Item 404(a) of Regulation S-K and no arrangements under which she was selected as a director. The board size increases from 14 to 15 with Ms. Brown's appointment. As previously disclosed, Dmitri L. Stockton will step down from the Board at the conclusion of the 2025 Annual General Meeting of Shareholders, at which point the board size will decrease back to 14.

Smurfit Westrock Annual Report, Year Ended Dec 31, 2024

Smurfit Westrock plc reported its 2024 annual results on Form 10-K following the July 5, 2024 combination of Smurfit Kappa and WestRock, which was accounted for with Smurfit Kappa as the accounting acquirer. Net sales rose to $21,109 million in 2024 from $12,093 million in 2023, driven mainly by the $9,381 million contributed by WestRock after closing. Net income attributable to common shareholders fell to $319 million from $825 million, reflecting $395 million of transaction and integration-related expenses, a $224 million inventory fair value step-up charge, and higher interest expense of $398 million versus $139 million. Adjusted EBITDA was $3,386 million versus $2,128 million, and Adjusted Earnings per Share - Basic was $2.34 versus $3.63. Cash generation and balance sheet changes were significant. Net cash provided by operating activities was $1,483 million, while capital expenditures were $1,466 million and cash paid for acquisitions was $719 million. Total debt stood at $13,658 million excluding debt issuance costs, and cash and cash equivalents were $855 million. Total assets increased to $43,759 million from $14,051 million. The company paid $650 million in cash dividends in 2024 and declared a quarterly dividend of $0.4308 per share in January 2025. Investors should note that management concluded disclosure controls were not effective because of a material weakness in internal control over financial reporting, which relates principally to legacy Smurfit Kappa controls. The company also targets $400 million in annual pre-tax run-rate synergies by the end of the first full year after the Combination, and its Section 404 assessment is not required until the year ending December 31, 2025.

Smurfit Westrock 8-K Report, Executive Changes (Feb 28, 2025)

Smurfit Westrock plc (SW) filed this Form 8-K on February 28, 2025 under Item 5.02 to disclose a board change. On February 26, 2025, Dmitri Stockton, a member of the Board of Directors, notified the company that he will step down from the Board, effective at the conclusion of the company's 2025 Annual General Meeting of Shareholders, currently scheduled for May 2, 2025. The filing states that Mr. Stockton's resignation was not related to any disagreement with the company regarding his departure or to any matters relating to the company's operations, policies, or practices. The Board and the company thanked him for his service and contributions during the formative period following the combination of Smurfit Kappa Group plc and WestRock Company. The filing contains no financial results, guidance, or other financial metrics. Its significance for investors is limited to the planned change in board composition after the May 2025 annual meeting. The report was signed by Ken Bowles, Executive Vice President and Chief Financial Officer.

Smurfit Westrock 8-K Report, Financial Results (Feb 12, 2025)

On February 12, 2025, Smurfit Westrock plc reported results for the fourth quarter and full year ended December 31, 2024, via a press release (Exhibit 99.1) and an accompanying earnings presentation (Exhibit 99.2). Fourth-quarter net sales were $7,539 million, net income was $146 million (a 1.9% net income margin), and Adjusted EBITDA was $1,166 million (a 15.5% Adjusted EBITDA margin). Full-year net income was $319 million on net sales of $21,109 million, and Full Year Combined Adjusted EBITDA was $4,706 million, which the company described as in line with guidance. Adjusted Free Cash Flow for the fourth quarter was $257 million. The results reflect the Combination of Smurfit Kappa Group plc and WestRock Company, which closed on July 5, 2024. Full-year 2024 results include legacy Smurfit Kappa results for January 1 to July 5, 2024, and transaction and integration-related expenses of $395 million. Management said the $400 million synergy program is on track for completion by the end of 2025 and that identified opportunities could add at least a similar amount. Total debt-related figures show cash and cash equivalents of $855 million and Net Debt of $12,740 million, a combined net leverage ratio of 2.7x. Management guided first-quarter 2025 Adjusted EBITDA of approximately $1.25 billion, assuming current market conditions prevail. The presentation sets 2025 capital expenditure at $2.2 to $2.4 billion, cash interest at about $0.7 billion, cash tax at about $0.6 billion, and an effective tax rate of about 26%. The company also referenced its previously announced quarterly dividend of $0.4308 per ordinary share.

Smurfit Westrock 8-K Report, Corporate Update (Jan 16, 2025)

Smurfit Westrock plc (SW) filed this Form 8-K under Item 8.01 (Other Events) on January 16, 2025, to disclose a leadership change in its Latin America business. Jairo Lorenzatto, President and Chief Executive Officer, LATAM, notified the company on January 14, 2025, that he will step down from his role on January 31, 2025, for personal reasons. Alvaro Henao will succeed him as head of LATAM effective February 1, 2025. Henao currently serves as Senior Vice President of Integration, a role he has held since 2024. The filing states he spent 36 years in various positions of increasing responsibility at Smurfit Kappa Group plc, most recently serving as Chief Executive Officer, Central Cluster, from 2013 to 2023. The footnote notes that Smurfit Kappa Group plc combined with WestRock Company on July 5, 2024, to create Smurfit Westrock plc. Lorenzatto will remain in a non-executive advisory role through March 1, 2025, to support the leadership transition. The filing contains no financial results or other quantitative information.

Smurfit Westrock 8-K Report, Material Agreement (Nov 27, 2024)

On November 26–27, 2024, Smurfit Westrock plc's subsidiaries issued new senior notes in a combined offering: $850 million of 5.418% senior notes due 2035 by Smurfit Westrock Financing Designated Activity Company (the USD Issuer), and €600 million of 3.454% senior notes due 2032 plus €600 million of 3.807% senior notes due 2036 by Smurfit Kappa Treasury Unlimited Company (the EUR Issuer). The Notes were sold under Rule 144A and Regulation S, and the press release describes them as the company's inaugural green bond issuance as a combined group. The USD notes priced at 99.988%, and the euro notes priced at 100.000%. The company reported combined order books in excess of €5.9 billion and $5.5 billion for the euro and U.S. dollar markets, respectively. The net proceeds are intended to redeem the outstanding $750 million of 4.650% senior notes due 2026 issued by WRKCo Inc. and the outstanding €1,000 million of 2.875% senior notes due 2026 issued by Smurfit Kappa Acquisitions Unlimited Company, with redemptions scheduled for December 2 and December 6, 2024, respectively. The remaining proceeds are for general corporate purposes, including debt repayment, and an amount equal to the proceeds is intended to finance or refinance eligible green projects under the company's Green Finance Framework. The Notes are fully and unconditionally guaranteed on a senior basis by Smurfit Westrock and certain subsidiaries. The filing also reports that on November 21, 2024, WRKCo amended and restated its commercial paper program to add the USD Issuer as a guarantor, with all other terms unchanged, and that the USD Issuer was concurrently added as a guarantor to other existing senior indebtedness, including senior notes and the revolving credit facility. Under the registration rights agreement for the USD notes, the issuers must use reasonable best efforts to complete an exchange offer by July 5, 2025, and must pay additional interest if they fail to meet these obligations. The indentures contain customary covenants, including limits on liens and mergers, and change-of-control repurchase rights at 101% for USD notes and 100% for EUR notes.

Smurfit Westrock Quarterly Report for Q3 Ended Sep 30, 2024

Smurfit Westrock plc's Form 10-Q for the quarter ended September 30, 2024 reflects the first full quarter after the Combination with WestRock closed on July 5, 2024. Smurfit Kappa was the accounting acquirer, so historical results are Smurfit Kappa's, and WestRock contributed net sales of $4,684 million and a net loss of $132 million from the closing date through September 30, 2024. Net sales rose to $7,671 million in the three months ended September 30, 2024 from $2,915 million a year earlier, while the company reported a net loss attributable to common stockholders of $150 million, compared with net income of $229 million in the prior-year quarter. The filing attributes the swing mainly to $267 million of transaction and integration-related expenses and a $227 million inventory fair value step-up amortization charge. For the nine months, net income attributable to common stockholders was $173 million versus $777 million a year earlier, and operating cash flow fell to $702 million from $948 million. Total debt rose to $13,964 million (excluding debt issuance costs) from $3,769 million at December 31, 2023, and the company reported $951 million of cash and about $5.7 billion of total liquidity, including undrawn committed facilities of about $4.7 billion. Adjusted EBITDA for the three months was $1,265 million versus $525 million, and for the nine months $2,220 million versus $1,682 million, per the company's non-GAAP reconciliation. Investors should note that management concluded disclosure controls and procedures were not effective because of a material weakness in internal control over financial reporting, tied principally to legacy Smurfit Kappa processes. The company also reported a preliminary goodwill of $4,359 million from the Merger and an Award of over $469 million against Venezuela, which Smurfit Holdings BV has begun enforcing. Dividends declared were $0.30 per share for the quarter and $0.95 per share for the nine months.

Smurfit Westrock 8-K Report, Financial Results (Oct 30, 2024)

Smurfit Westrock plc reported third quarter 2024 results for the period ended September 30, 2024, its first quarter as the combined company following the July 5, 2024 closing of the combination of Smurfit Kappa Group plc and WestRock Company. Results exclude legacy WestRock's first five days of July. Net sales were $7,671 million, up from $2,915 million a year earlier, driven primarily by $4,693 million of acquisition impact. The company posted a net loss of $150 million (net income margin of negative 2.0%), compared with net income of $229 million in the prior-year quarter, reflecting $227 million of inventory fair value step-up amortization and $267 million of transaction and integration-related expenses. Management said transaction-related expenses and purchase accounting adjustments totaled approximately $500 million in the quarter. Adjusted EBITDA was $1,265 million with a 16.5% margin, versus $525 million and 18.0% a year earlier. Net cash provided by operating activities was $320 million, and Adjusted Free Cash Flow was $118 million. Interest expense, net rose to $167 million from $39 million, reflecting debt raised for the combination. Management reiterated a stated synergy target of $400 million and guided to 2024 full-year combined Adjusted EBITDA of approximately $4.7 billion, a non-GAAP figure the company said it could not reconcile to GAAP net income. The balance sheet at September 30, 2024 showed total debt of $745 million current and $13,174 million non-current, with cash of $951 million. The company also declared a quarterly dividend of $0.3025 per ordinary share, previously announced.

Smurfit Westrock 8-K Report, Regulation FD Disclosure (Sep 24, 2024)

Smurfit Westrock plc filed a Regulation FD disclosure furnishing supplemental, unaudited historical segment financial information on a combined basis. The Combination of Smurfit Kappa Group plc and WestRock Company was completed on July 5, 2024, under a transaction agreement dated September 12, 2023. Smurfit Kappa acquired by Smurfit Westrock through a scheme of arrangement, and WestRock was acquired through a merger with Sun Merger Sub, LLC. Both became wholly owned subsidiaries of Smurfit Westrock. Beginning with the third quarter of fiscal 2024, the company will report three segments: Smurfit Westrock Europe, MEA and APAC; Smurfit Westrock North America; and Smurfit Westrock Latin America. The combined figures are simple totals of the unaudited amounts for each legacy company. They are not prepared under Article 11 of Regulation S-X or on a consolidated U.S. GAAP basis, and the company states they may differ materially from final acquisition accounting and future reported results. Adjusted EBITDA is the company's segment profitability measure under ASC 280. For the three months ended June 30, 2024, combined net sales were $7,777 million and combined Adjusted EBITDA was $1,145 million, compared with $8,197 million and $1,372 million for the three months ended June 30, 2023. North America Adjusted EBITDA was $660 million versus $815 million a year earlier, and Europe, MEA and APAC Adjusted EBITDA was $402 million versus $486 million. Latin America Adjusted EBITDA rose to $129 million from $108 million.

Smurfit Westrock 8-K Report, Material Agreement (Sep 17, 2024)

Smurfit Westrock plc (SW) reported in this Form 8-K, dated September 17, 2024, that on September 13, 2024 it and certain subsidiaries entered into a First Amendment to the Agreement for the Purchasing and Servicing of Receivables. The original agreement is a US$700,000,000 receivables facility dated September 11, 2023, with Coöperatieve Rabobank U.A., New York Branch, as purchaser. WestRock Company and WestRock RKT, LLC are terminating guarantors, and the Company becomes a new guarantor under the amendment. The most significant change is that the acquisition period termination date was extended to September 15, 2025. This extends the period during which the facility can acquire receivables, giving the company continued access to this receivables financing arrangement for an additional period. The filing also notes that Rabobank and its affiliates have previously provided investment and commercial banking services to the Company and its affiliates for which they received customary fees and expenses, and may do so in the future. The filing is signed by Ken Bowles, Executive Vice President and Chief Financial Officer.

Smurfit Westrock 8-K/A Report, Exhibit Filing (Sep 13, 2024)

Smurfit Westrock plc filed this Amendment No. 1 on Form 8-K/A on September 13, 2024 to supply the financial statement information omitted from its July 8, 2024 Original Report, which covered completion of the Combination of Smurfit Kappa and WestRock Company on July 5, 2024. The amendment does not update developments after the Original Report's filing date. It includes WestRock's unaudited consolidated financial statements for the three and nine months ended June 30, 2024, WestRock's MD&A for those periods, and unaudited condensed pro forma combined financial information as of June 30, 2024 and for the six months ended June 30, 2024 and the year ended December 31, 2023. It also incorporates other historical statements by reference, including Smurfit Westrock's and Smurfit Kappa's audited financial statements. The filing states that the Combination was completed under a transaction agreement dated September 12, 2023. Each WestRock share was converted into one Smurfit Westrock share plus $5.00 in cash, for an aggregate cash consideration of $1,291 million, with 258,228,403 shares issued to WestRock holders. Smurfit Kappa shareholders received 261,094,836 shares. Smurfit Kappa shareholders own approximately 50.3% of the combined company and WestRock shareholders own approximately 49.7%. The pro forma balance sheet shows total assets of $44,752 million and total equity of $18,051 million as of June 30, 2024. The pro forma statement of operations for the six months ended June 30, 2024 shows net sales of $15,450 million and net income of $395 million, with diluted EPS of $0.75. For the year ended December 31, 2023, the pro forma results show net sales of $32,501 million and a net loss of $1,086 million, with diluted EPS of $(2.11). The filing states that the purchase price allocation is preliminary and that the valuation has not been finalized. WestRock's standalone results for the nine months ended June 30, 2024 show net sales of $14,154.6 million, down from $15,321.8 million a year earlier, and net income attributable to common stockholders of $75.2 million, compared with a loss of $1,758.8 million in the prior-year period, which included a $1,893.0 million goodwill impairment. Consolidated Adjusted EBITDA for the nine months ended June 30, 2024 was $1,835.7 million, compared with $2,242.6 million. Cash and cash equivalents were $461.4 million, and total debt was $8.8 billion at June 30, 2024.

Smurfit Westrock Quarterly Report for Q2 Ended Jun 30, 2024

Smurfit Westrock plc's Form 10-Q for the quarter ended June 30, 2024 presents the financial statements of a shell-stage holding company that had no operations before the Combination closed on July 5, 2024. As of June 30, 2024, its only asset was cash of $26,762 (in actual dollars), and total stockholders' equity was $14,462. The company reported a net loss of $12,300 for both the three and six months ended June 30, 2024, attributed to professional fees related to its re-registration as an Irish public limited company. It generated no revenue in either period. The filing's most significant content concerns the Combination. On July 5, 2024, Smurfit Westrock acquired Smurfit Kappa through a scheme of arrangement, and Merger Sub merged with WestRock, which continued as the surviving entity. WestRock common stockholders received one Smurfit Westrock share plus $5.00 in cash per share, an aggregate cash consideration of $1,291 million. Smurfit Kappa shareholders own approximately 50.4% of the combined company and WestRock shareholders own approximately 49.6%. Smurfit Kappa is the accounting acquirer, and the filing states that the initial purchase price accounting is incomplete, with preliminary information expected in the Form 10-Q for the period ending September 30, 2024. The filing also discloses two pending lawsuits by purported WestRock stockholders challenging the proxy statement disclosures, and states that the Company cannot predict their outcomes. Management concluded that disclosure controls were effective. Because the financial statements predate the Combination, the filing states that future results will not be comparable to historical results.

Smurfit Westrock 8-K Report, Corporate Update (Aug 9, 2024)

On July 5, 2024, Smurfit Kappa Group plc, Smurfit Westrock plc, WestRock Company and Sun Merger Sub, LLC completed a combination under a transaction agreement dated September 12, 2023. Smurfit Westrock plc acquired Smurfit Kappa by scheme of arrangement, and Merger Sub merged into WestRock, which became a wholly owned subsidiary of Smurfit Westrock. This 8-K furnishes Smurfit Kappa's unaudited condensed consolidated interim financial statements for the three and six months ended June 30, 2024 as Exhibit 99.1. Those statements describe Smurfit Kappa on a pre-Combination basis. Smurfit Westrock's own financial statements for the same period were filed in its Form 10-Q on the same date. For the three months ended June 30, 2024, Smurfit Kappa reported net sales of $2,969 million, down from $3,076 million, and net income attributable to common stockholders of $132 million, down from $267 million. For the six months ended June 30, 2024, net sales were $5,899 million and net income was $323 million. The filing attributes the declines mainly to lower selling price/mix, driven by lower box pricing in Europe, and to transaction-related expenses of $60 million in the quarter and $83 million for the six months. Net cash from operating activities for the six months was $382 million, and capital expenditures were $385 million. Total debt rose to $6,478 million at June 30, 2024, after the issuance of $2,750 million of senior notes in April 2024. Cash was $3,325 million. The filing states that initial accounting for the business combination is incomplete. Preliminary purchase price allocation information is expected in Smurfit Westrock's Form 10-Q for the quarter ending September 30, 2024. The filing also notes that the combined company declared a quarterly dividend of $0.3025 per share, payable September 18, 2024 to holders of record on August 15, 2024.

Smurfit Westrock 8-K Report, Financial Results (Jul 30, 2024)

Smurfit Westrock plc filed this Form 8-K on July 30, 2024 to furnish its Second Quarter 2024 earnings press release (Exhibit 99.1). The results cover Smurfit Kappa Group plc for the three months ended June 30, 2024 and do not include WestRock Company, because the combination of Smurfit Kappa and WestRock closed after quarter-end. As of June 30, 2024, and before the combination, the registrant had no assets, no operations and only nominal capitalization. The filing states that combined results will be reported from the third quarter of 2024. For the Smurfit Kappa business, net sales were $2,969 million, down from $3,076 million a year earlier, driven mainly by lower average box pricing in Europe. Net income fell to $132 million from $267 million, reflecting $60 million of transaction-related expenses tied to the combination. Adjusted EBITDA was $480 million, with a margin of 16.2% versus 18.1% in the prior-year quarter. Net cash provided by operating activities rose to $340 million, and adjusted free cash flow was $186 million versus $83 million. Net debt was $3,107 million at June 30, 2024, giving a net leverage ratio of 1.6x compared with 1.3x at December 31, 2023. Management stated that higher recovered fiber costs are expected to be recovered through increased box pricing with the customary time lag. The release also notes the company's NYSE listing and S&P 500 inclusion on July 8, 2024, the completion of the WestRock transaction on July 5, 2024, and credit ratings of BBB/BBB/Baa2 from S&P, Fitch and Moody's.

Smurfit Westrock 8-K Report, Financial Results (Jul 30, 2024)

Smurfit Westrock plc filed a Form 8-K on July 30, 2024 to furnish its second quarter 2024 earnings presentation (Exhibit 99.1) ahead of a conference call on that date. The results cover the three months ended June 30, 2024. Per the presentation, these results include Smurfit Kappa but not WestRock Company, because the combination closed after the quarter ended. For Q2 2024, the presentation shows net sales of approximately $3 billion, net income of $132 million (versus $267 million in Q2 2023), and Adjusted EBITDA of $480 million (versus $556 million), with an Adjusted EBITDA margin of 16.2% (versus 18.1%). Adjusted Free Cash Flow was $186 million (versus $83 million), and the Net Leverage Ratio was 1.6x at June 30, 2024, up from 1.3x at December 31, 2023. Net debt rose to $3,107 million from $2,747 million, and cash and cash equivalents were $3,325 million at June 30, 2024, compared with $1,000 million at December 31, 2023. Transaction-related expenses associated with the Combination were $60 million in the quarter. The presentation also includes unaudited combined information for Smurfit Kappa and WestRock for the six months ended June 30, 2024: net sales of $15.4 billion, Adjusted EBITDA of $2.24 billion, an Adjusted EBITDA margin of 14.5%, and a Net Leverage Ratio of 2.5x. The company states this combined information is not prepared under Article 11 of Regulation S-X or on a consolidated U.S. GAAP basis, and that the final purchase accounting is not complete, so it may differ materially from future figures.

Smurfit Westrock 8-K Report, Material Agreement (Jul 8, 2024)

On July 5, 2024, Smurfit WestRock plc completed the combination of Smurfit Kappa Group plc and WestRock Company. Smurfit Kappa was acquired through an Irish scheme of arrangement, and WestRock merged with Sun Merger Sub, LLC, with WestRock continuing as the surviving entity. Each WestRock common share (other than appraisal shares) was converted into one Smurfit WestRock share and $5.00 in cash, and 261,954,617 new ordinary shares were issued to Smurfit Kappa scheme shareholders. As of July 8, 2024, Smurfit WestRock had 519,323,681 ordinary shares outstanding. Its shares began trading on the London Stock Exchange under 'SWR' and are to trade on the New York Stock Exchange under 'SW'. The filing describes significant debt and financing arrangements. Smurfit Kappa entered into a New Credit Agreement on June 28, 2024, providing a $4.5 billion multicurrency revolving facility, a $600 million U.S. dollar term loan facility (cancelled on July 2, 2024 following the Second CoBank Amendment), and a $500 million swingline sub-facility. The revolver is unsecured, carries margins of 0.30% to 0.85% per annum based on credit ratings, and has an initial five-year term. The agreement contains no financial covenants. WestRock's $600 million seven-year CoBank term loan matures in 2029. WRKCo was authorized under an amended commercial paper program capped at $1.0 billion. Several existing WestRock and Smurfit Kappa bank facilities were prepaid and cancelled, and the receivables securitization facility's termination date was extended to June 30, 2027. Guarantees of numerous existing bond indentures were extended to the new parent. Governance also changed at closing. Nine Smurfit Kappa directors resigned, and twelve WestRock directors ceased to serve following their removal. Irial Finan became Chair, Anthony Smurfit became President and Group Chief Executive Officer, and Ken Bowles became Executive Vice President and Group Chief Financial Officer. Deeds of indemnification and indemnification agreements were executed with directors and Section 16 officers. The filing states that the financial statements of the business acquired and pro forma financial information will be filed by amendment within 71 calendar days after the 8-K due date.

Smurfit Westrock 8-K Report, Unregistered Securities Sale (Jul 2, 2024)

Smurfit WestRock filed this Form 8-K on July 2, 2024 to report an amendment to its articles of association (the "Constitution") adopted on June 26, 2024, following approval by its Board and its sole shareholder, Matsack Nominees Limited. The amendment restated the authorized share capital as US$10,000,000 and €50,000, divided into 9,500,000,000 ordinary shares of US$0.001 each, 500,000,000 preference shares of US$0.001 each, 25,000 ordinary shares of €1.00 each and 25,000 deferred shares of €1.00 each. Previously, authorized share capital was €25,000 divided into 25,000 ordinary shares of €1.00 each. Pursuant to the amendment, the Board created a new class of 8% non-cumulative, non-voting Series "A" preference shares of $0.001 each. The Board allotted and issued 10,000 of these Preferred Shares to Matsack Trust Limited in exchange for legal services, relying on the Section 4(a)(2) exemption under the US Securities Act of 1933. The filing states that the rights of the Preferred Shares are summarized in the Form S-4 registration statement declared effective on April 26, 2024. The filing also includes a no-offer statement regarding the proposed combination of Smurfit Kappa and WestRock. It states that ordinary shares to be issued to Smurfit Kappa shareholders in the combination will be issued under the Section 3(a)(10) exemption, based on Irish High Court approval of the scheme of arrangement. The Irish High Court has fixed the date and time for the hearing to consider the scheme's fairness.

Smurfit Westrock 8-K Report, Unregistered Securities Sale (Jun 20, 2024)

Smurfit WestRock Limited filed this Form 8-K on June 20, 2024, to report several corporate housekeeping actions tied to its re-registration as a public limited company. On June 13, 2024, the company allotted 24,900 ordinary shares of €1.00 each to Matsack Nominees Limited, a nominee shareholder, to satisfy Irish minimum capitalization requirements. The shares were issued under the Section 4(a)(2) private placement exemption of the US Securities Act of 1933. On June 18, 2024, the company re-registered as a public limited company and changed its name from Smurfit WestRock Limited to Smurfit WestRock plc. An amended Constitution (articles of association) was adopted at re-registration. The filing attaches the amended Constitution as Exhibit 5.1 and the Certificate of Incorporation as Public Limited Company as Exhibit 5.2. The filing also states that it does not constitute an offer of securities. It explains that Ordinary Shares to be issued to Smurfit Kappa and WestRock shareholders in the proposed combination will rely on the Section 3(a)(10) exemption, based on Irish High Court approval of the scheme of arrangement. The Irish Court Hearing date has been fixed but is not stated in this filing.

Smurfit Westrock 8-K Report, Corporate Update (Jun 7, 2024)

Smurfit WestRock Limited filed this Form 8-K on June 7, 2024 to furnish unaudited condensed consolidated financial statements of Smurfit Kappa Group plc for the three months ended March 31, 2024 (Exhibit 99.1), in connection with its proposed combination with WestRock Company. Under the September 12, 2023 Transaction Agreement, Smurfit WestRock will acquire Smurfit Kappa by scheme of arrangement, and a merger subsidiary will merge with WestRock, which survives as a wholly owned subsidiary. The Combination is expected to close in early July 2024, subject to regulatory approvals, shareholder approvals and other closing conditions. WestRock stockholders will receive one Smurfit WestRock share and $5.00 in cash per WestRock share, and Smurfit Kappa shareholders will receive one Smurfit WestRock share per ordinary share. Smurfit Kappa's first-quarter 2024 results showed net sales of $2,930 million, down from $3,240 million a year earlier, driven mainly by lower selling price/mix in Europe. Net income attributable to common stockholders was $191 million versus $281 million, with the decline attributed to lower net sales and $23 million of transaction-related expenses, partly offset by lower raw material and energy costs. Adjusted EBITDA was $491 million in segment terms, and net cash provided by operating activities fell to $42 million from $263 million, reflecting a working capital outflow of $290 million. On April 3, 2024, Smurfit Kappa Treasury Unlimited Company issued $2,750 million of senior unsecured notes in three series, which automatically cancelled the $1,500 million bridge facility. The filing states that the notes will be subject to a special mandatory redemption if the Combination does not complete, and that proceeds are intended to fund the cash consideration, transaction fees and general corporate purposes.

Smurfit Westrock Quarterly Report for Q1 Ended Mar 31, 2024

Smurfit WestRock Limited filed this Quarterly Report on Form 10-Q on June 7, 2024 for the quarter ended March 31, 2024. The company has had no historical operations since its incorporation in Ireland on July 6, 2017, and it did not generate revenue or net income in the three months ended March 31, 2024 or 2023. Its only balance sheet item is cash and cash equivalents of $108 thousand at March 31, 2024, down from $111 thousand at December 31, 2023. Total comprehensive loss for the quarter was $3 thousand, from foreign currency translation on euro-denominated cash. The filing centers on the pending Combination with WestRock Company, under a Transaction Agreement dated September 12, 2023 with Smurfit Kappa Group plc and Sun Merger Sub, LLC. Under the terms, WestRock common stockholders will receive one new Smurfit WestRock share and $5.00 in cash for each WestRock share, and Smurfit Kappa ordinary shareholders will receive one new Smurfit WestRock share for each of their shares. The Registration Statement on Form S-4 was declared effective on April 26, 2024, and the Transaction is expected to close in early July 2024, subject to regulatory approvals, shareholder approvals and other closing conditions. Prior to closing, Smurfit WestRock will have no operations and no liquidity or capital requirements. The filing also discloses two lawsuits pending as of June 6, 2024, filed by purported WestRock stockholders in New York State court. The suits challenge the sufficiency of disclosures in the proxy statement/prospectus and allege breach of fiduciary duty against WestRock and its directors. The company states it cannot predict the outcomes. Management, led by President and Group Chief Executive Officer Anthony Smurfit and Group Chief Financial Officer Ken Bowles, concluded that disclosure controls and procedures were effective as of the end of the period.