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Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.

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Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our ordinary shares are currently listed on the New York Stock Exchange (NYSE) under the ticker “SW” and began trading on July 8,

  1. Prior to that date, there was no public trading market for our ordinary shares on the domestic stock exchanges. Our ordinary

shares also trade under the symbol “SWR” on the London Stock Exchange.

Holders

As of March 3, 2025, there were 5,293 shareholders of record of our ordinary shares. The number of record holders of our ordinary

shares does not reflect the number of persons or entities holding their shares in “street” name through brokerage firms or other

nominee holders.

Recent Sales of Unregistered Equity Securities

None.

Issuer Purchases of Equity Securities

None

Dividends

Historically, WestRock has declared dividends on a quarterly basis and Smurfit Kappa has declared dividends at least twice per year.

Following the approval on July 24, 2024 by the High Court of Ireland of a capital reduction in accordance with Part 3 of the Irish

Companies Act 2014, on July 26, 2024, Smurfit Westrock announced that the Board approved a quarterly dividend of $0.3025 per

share on its ordinary shares. The quarterly dividend of $0.3025 per ordinary share was paid on September 18, 2024 to shareholders of

record at the close of business on August 15, 2024. Subsequently, the Board approved a quarterly dividend of $0.3025 per share on

the Company’s ordinary shares. The quarterly dividend of $0.3025 per ordinary share was paid on December 18, 2024 to shareholders

of record at the close of business on November 15, 2024. In January 2025, the Board approved a quarterly dividend of $0.4308 per

share on its ordinary shares. The quarterly dividend is expected to be paid on March 18, 2025 to shareholders of record at the close of

business on February 14, 2025.

In certain circumstances, as an Irish tax resident company, we may be required to deduct Irish dividend withholding tax (“DWT”)

(currently at the rate of 25%) from dividends paid to our shareholders. Shareholders resident in “relevant territories” (including

countries that are European Union member states (other than Ireland), the United States and other countries with which Ireland has a

tax treaty) may be exempted from Irish DWT. However, shareholders residing in other countries will generally be subject to Irish

DWT.

The declaration of dividends is subject to the discretion of Smurfit Westrock’s Board of Directors. Our Board is committed to

continuing to pay regular cash dividends; however, there can be no assurance as to future dividends. The Board will consider various

factors when determining whether to pay dividends, including but not limited to, Smurfit Westrock’s results of operations, capital

investment priorities, the market price of Smurfit Westrock’s ordinary shares and access to capital markets, as well as legal

requirements (including requirements relating to availability of distributable reserves), industry practice and other factors deemed

relevant by the Board. For additional information, see “Risk Factors—Any dividend payment in respect of our shares is subject to a

number of factors, including the distributions of earnings to the Company by its subsidiaries, the financial condition and results of

operations of the Company, as well as the distributable reserves of the Company and the discretion of the Company’s Board, and there

are no guarantees that the Company will pay dividends or the level of any such dividends.”

Performance Graph*****

The following graph compares cumulative total shareholder return on the Company’s ordinary shares against the Standard & Poor’s

(“S&P”) 500 Stock Index and the Dow Jones Containers & Packaging Index from July 8, 2024 (the first day our ordinary shares began

trading on the NYSE) through December 31, 2024. The graph is indexed at 100 on July 8 for each of the Company’s ordinary shares,

the S&P 500 Stock Index and the Dow Jones Containers & Packaging Index. It also assumes that all dividends were reinvested. The

comparisons in the graph below are based upon historical data and are not indicative of, nor intended to forecast, future performance

of our ordinary shares.

8246337235569

*The above performance graph shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by

reference into any filing of Smurfit Westrock under the Securities Act or the Exchange Act, except as shall be expressly set forth by

specific reference in such filing.

Equity Compensation Plan Information

See Part III, Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters” below.

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