Cover and table of contents

UNITED STATES

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

OR

☐ T****RANSITION 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 incorporation or organization)		(I.R.S. Employer Identification Number)

Beech Hill, Clonskeagh Dublin 4**,** D04 N2R2 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

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.

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 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.

TABLE OF CONTENTS

	Page
Explanatory Note	4
Cautionary Note Regarding Forward-Looking Statements	5
PART I	4
Item 1. Business	6
Item 1A. Risk Factors	22
Item 1B. Unresolved Staff Comments	45
Item 1C. Cybersecurity	45
Item 2. Properties	47
Item 3. Legal Proceedings	50
Item 4. Mine Safety Disclosures	50
PART II	51
Item 5. Market for the Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	51
Item 6. [Reserved]	52
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	53
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	72
Item 8. Financial Statements and Supplementary Data	74
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	154
Item 9A. Controls and Procedures	155
Item 9B. Other Information	156
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	156
PART III	156
Item 10. Directors, Executive Officers and Corporate Governance	156
Item 11. Executive Compensation	157
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	157
Item 13. Certain Relationships and Related Transactions, and Director Independence	157
Item 14. Principal Accounting Fees and Services	157
PART IV	157
Item 15. Exhibits and Financial Statement Schedules	158
Item 16. Form 10-K Summary	166
Signatures	167

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 “ordinary 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 (the “Closing Date”). 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 Annual Report on Form 10-K to “Smurfit Westrock,” the “Company,” “our company,” “we,” “our,” and

“us,” or 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 Annual Report on Form 10-K is being filed with respect to the year ended December 31, 2024. 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 Annual Report on Form 10-K 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, 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),

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. 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. Actual results may differ materially from the current expectations of the

Company depending upon a number of factors affecting its business, including risks associated with the integration and performance

of the Company following the Combination. Risks, uncertainties and other factors that might cause such differences, some of which

could be material, include, but are not limited to, the factors discussed below under the section entitled “Risk Factors” below and in

subsequent filings with the SEC by the Company. Forward-looking and other statements in this document may also address the

Company’s corporate responsibility progress, plans, and goals (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 Securities

and Exchange Commission. 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.

The Company’s forward-looking statements speak only as of the date of this Annual Report on Form 10-K 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