SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
☐ 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)
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(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
Ireland
98-1776979
(State or other jurisdiction of
incorporation or organization)
(State or other jurisdiction of
incorporation or organization)
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
(I.R.S. Employer
Identification Number)
(I.R.S. Employer
Identification Number)
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Beech Hill, Clonskeagh Dublin 4, D04 N2R2 Ireland | | |
(Address of principal executive offices) | | |
Beech Hill, Clonskeagh
Dublin 4, D04 N2R2
Ireland
Beech Hill, Clonskeagh
Dublin 4, D04 N2R2
Ireland
Beech Hill, Clonskeagh
Dublin 4, D04 N2R2
Ireland
N/A
(Address of principal executive offices)
(Address of principal executive offices)
(Address of principal executive offices)
(Zip Code)
+353 1 202 7000
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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| | | | Name of Each Exchange on Which Registered |
Ordinary shares, par value $0.001 per share | | | | |
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Name of Each Exchange on Which Registered
Name of Each Exchange on Which Registered
Ordinary shares, par value $0.001 per share
Ordinary shares, par value $0.001 per share
Ordinary shares, par value $0.001 per share
SW
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
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.
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| | Smaller reporting company | |
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Large accelerated filer
☐
Accelerated filer
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Non-accelerated filer
☒
Smaller reporting company
Smaller reporting company
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued
its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by
any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
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 June 30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the registrant’s ordinary shares, par value $0.001
per share (“ordinary shares”) were not listed on any domestic exchange or over-the-counter market. The registrant’s ordinary shares began trading on the New
York Stock Exchange on July 8, 2024.
The number of shares of registrant’s ordinary shares outstanding as of the close of business on March 3, 2025 was 521,964,165.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III of this Annual Report on Form 10-K, to the extent not set forth herein, is incorporated herein by reference from the
registrant’s definitive proxy statement to be filed pursuant to Regulation 14A in connection with the registrant’s 2025 annual general meeting of shareholders
within 120 days after the end of the fiscal year to which this Annual Report on Form 10-K relates.
3
TABLE OF CONTENTS
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Cautionary Note Regarding Forward-Looking Statements | |
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Item 1B. Unresolved Staff Comments | |
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Item 3. Legal Proceedings | |
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Item 4. Mine Safety Disclosures | |
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Item 5. Market for the Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities | |
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations | |
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk | |
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Item 8. Financial Statements and Supplementary Data | |
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | |
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Item 9A. Controls and Procedures | |
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Item 9B. Other Information | |
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Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | |
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Item 10. Directors, Executive Officers and Corporate Governance | |
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Item 11. Executive Compensation | |
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters | |
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Item 13. Certain Relationships and Related Transactions, and Director Independence | |
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Item 14. Principal Accounting Fees and Services | |
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Item 15. Exhibits and Financial Statement Schedules | |
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Item 16. Form 10-K Summary | |
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Cautionary Note Regarding Forward-Looking Statements | |
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Item 1B. Unresolved Staff Comments | |
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Item 3. Legal Proceedings | |
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Item 4. Mine Safety Disclosures | |
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Item 5. Market for the Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities | |
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations | |
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk | |
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Item 8. Financial Statements and Supplementary Data | |
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | |
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Item 9A. Controls and Procedures | |
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Item 9B. Other Information | |
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Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | |
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Item 10. Directors, Executive Officers and Corporate Governance | |
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Item 11. Executive Compensation | |
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters | |
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Item 13. Certain Relationships and Related Transactions, and Director Independence | |
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Item 14. Principal Accounting Fees and Services | |
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Item 15. Exhibits and Financial Statement Schedules | |
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Item 16. Form 10-K Summary | |
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Cautionary Note Regarding Forward-Looking Statements | |
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Item 1B. Unresolved Staff Comments | |
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Item 3. Legal Proceedings | |
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Item 4. Mine Safety Disclosures | |
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Item 5. Market for the Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities | |
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations | |
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk | |
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Item 8. Financial Statements and Supplementary Data | |
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | |
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Item 9A. Controls and Procedures | |
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Item 9B. Other Information | |
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Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | |
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Item 10. Directors, Executive Officers and Corporate Governance | |
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Item 11. Executive Compensation | |
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters | |
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Item 13. Certain Relationships and Related Transactions, and Director Independence | |
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Item 14. Principal Accounting Fees and Services | |
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Item 15. Exhibits and Financial Statement Schedules | |
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Item 16. Form 10-K Summary | |
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Page
Explanatory Note
Cautionary Note Regarding Forward-Looking Statements
Cautionary Note Regarding Forward-Looking Statements
Cautionary Note Regarding Forward-Looking Statements
PART I
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 1B. Unresolved Staff Comments
Item 1B. Unresolved Staff Comments
Item 1C. Cybersecurity
Item 2. Properties
Item 3. Legal Proceedings
Item 3. Legal Proceedings
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures
Item 4. Mine Safety Disclosures
Item 4. Mine Safety Disclosures
PART II
Item 5. Market for the Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
Item 5. Market for the Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
Item 5. Market for the Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 9B. Other Information
Item 9B. Other Information
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 10. Directors, Executive Officers and Corporate Governance
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 11. Executive Compensation
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accounting Fees and Services
Item 14. Principal Accounting Fees and Services
Item 14. Principal Accounting Fees and Services
PART IV
Item 15. Exhibits and Financial Statement Schedules
Item 15. Exhibits and Financial Statement Schedules
Item 15. Exhibits and Financial Statement Schedules
Item 16. Form 10-K Summary
Item 16. Form 10-K Summary
Item 16. Form 10-K Summary
Signatures