Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2025

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

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

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

requirements for the past 90 days. Yes ☒ No ☐

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

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

Yes ☒ No ☐

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

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

in Rule 12b-2 of the Exchange Act.

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

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

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

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

As of July 31, 2025, the registrant had 522,125,044 ordinary shares, nominal value $0.001 per share, issued and outstanding.

TABLE OF CONTENTS

	Page
EXPLANATORY NOTE	3
PART I - FINANCIAL INFORMATION	6
Item 1. Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	38
Item 3. Quantitative and Qualitative Disclosures About Market Risk	54
Item 4. Controls and Procedures	54
PART II - OTHER INFORMATION	56
Item 1. Legal Proceedings	56
Item 1A. Risk Factors	56
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	56
Item 3. Defaults Upon Senior Securities	56
Item 4. Mine Safety Disclosures	56
Item 5. Other Information	56
Item 6. Exhibits	57
Signatures	58

EXPLANATORY NOTE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

after the Combination.

This Quarterly Report on Form 10-Q is being filed with respect to the interim quarterly period ended June 30, 2025. Accordingly, the

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

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

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

provided herein.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

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

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

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

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

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

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

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

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

to change in the future.

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

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

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

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

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

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

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

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

Important factors that could cause actual results to differ materially from plans, estimates or expectations include: changes in demand

environment; our ability to deliver on our closure plan and associated efforts; our future cash payments associated with these

initiatives; potential future cost savings associated with such initiatives; the amount of charges and the timing of such charges or

actions described herein; potential future impairment charges; accuracy of assumptions associated with the charges; economic,

competitive and market conditions generally, including macroeconomic uncertainty, customer inventory rebalancing, the impact of

inflation and increases in energy, raw materials, shipping, labor and capital equipment costs; geo-economic fragmentation and

protectionism such as tariffs, trade wars or similar governmental actions affecting the flows of goods, services or currency (including

the implementation of tariffs by the U.S. federal government and reciprocal tariffs and other protectionist or retaliatory measures

governments in Europe, Asia, and other countries have taken or may take in response); the impact of public health crises, such as

pandemics and epidemics and any related company or governmental policies and actions to protect the health and safety of individuals

or governmental policies or actions to maintain the functioning of national or global economies and markets; reduced supply of raw

materials, energy and transportation, including from supply chain disruptions and labor shortages; developments related to pricing

cycles and volumes; intense competition; the ability of the Company to successfully recover from a disaster or other business

continuity problem due to a hurricane, flood, earthquake, terrorist attack, war, pandemic, security breach, cyber-attack, power loss,

telecommunications failure or other natural or man-made events, including the ability to function remotely during long-term

disruptions; the Company’s ability to respond to changing customer preferences and to protect intellectual property; the amount and

timing of the Company’s capital expenditures; risks related to international sales and operations; failures in the Company’s quality

control measures and systems resulting in faulty or contaminated products; cybersecurity risks, including threats to the confidentiality,

integrity and availability of data in the Company’s systems; works stoppages and other labor disputes; the Company’s ability to

establish and maintain effective internal controls over financial reporting in accordance with Sarbanes Oxley Act of 2002, as amended,

and remediate any weaknesses in controls and processes; the Company’s ability to retain or hire key personnel; risks related to

sustainability matters, including climate change and scarce resources, as well as the Company’s ability to comply with changing

environmental laws and regulations; the Company’s ability to successfully implement strategic transformation initiatives; results and

impacts of acquisitions by the Company; the Company’s significant levels of indebtedness; the impact of the Combination on the

Company’s credit ratings; the potential impairment of assets and goodwill; the availability of sufficient cash to distribute dividends to

the Company’s shareholders in line with current expectations; the scope, costs, timing and impact of any restructuring of operations

and corporate and tax structure; evolving legal, regulatory and tax regimes; changes in economic, financial, political and regulatory

conditions in Ireland, the United Kingdom, the United States and elsewhere, and other factors that contribute to uncertainty and

volatility, natural and man-made disasters, civil unrest, geopolitical uncertainty, and conditions that may result from legislative,

regulatory, trade and policy changes associated with the current or subsequent Irish, U.S. or UK administrations; loss contingencies or

legal proceedings instituted, threatened, future or pending against the Company, including with respect to antitrust related matters;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

otherwise.

PART I. FINANCIAL INFORMATION