Item 1A. Risk Factors

Investing in our ordinary shares involves uncertainty and risk due to a variety of factors, including those described in Part I, Item 1A,

“Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, which could materially adversely affect

our business, financial condition, results of operations (including revenues and profitability) and/or ordinary share price. There have

been no material changes in our risk factors since our Annual Report on Form 10-K for the year ended December 31, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information relating to our repurchase of ordinary shares during the three months ended September 30,

2025:


Period	Total Number of Shares Purchased(1)	Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs
July 1, 2025 – July 31, 2025	822	$43.00	—	—
August 1, 2025 – August 31, 2025	—	—	—	—
September 1, 2025 – September 30, 2025	—	—	—	—
Total	822		—

(1) During the three months ended September 30, 2025, 822 ordinary shares that would otherwise have been issued to current or former

employees who were beneficiaries of the SKG Employee Trust in connection with the vesting and settlement of equity awards

granted under the legacy Smurfit Kappa 2018 Deferred Bonus Plan were surrendered to the Company on behalf of such employees.

This was done as part of net share settlement to cover applicable taxes, fees and/or duties paid by the Company or its applicable

subsidiary as a consequence of vesting and settlement of such equity awards. The fair market value of ordinary shares that were

surrendered by the SKG Employee Trust to the Company for no consideration was equal to the value of applicable taxes, fees and/or

duties paid by the Company in respect of such taxes, fees and/or duties. These ordinary shares have been subsequently cancelled.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.