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, 2026

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 24, 2026, the registrant had 524,522,908 ordinary shares, nominal value $0.001 per share, issued and outstanding.

TABLE OF CONTENTS

		Page
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	3
PART I	FINANCIAL INFORMATION	5
Item 1.	Financial Statements	5
	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and June 30, 2025	5
	Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2026 and June 30, 2025	6
	Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025	7
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and June 30, 2025	8
	Condensed Consolidated Statements of Changes in Equity for the three and six months ended June 30, 2026 and June 30, 2025	9
	Notes to Condensed Consolidated Financial Statements	12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 4.	Controls and Procedures	43
PART II	OTHER INFORMATION	44
Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	44
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 3.	Defaults Upon Senior Securities	44
Item 4.	Mine Safety Disclosures	44
Item 5.	Other Information	44
Item 6.	Exhibits	45
Signatures		47

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 (the “Securities Act”), 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 Group plc (re-registered as

Smurfit Kappa Group Limited) (“Smurfit Kappa”) and WestRock Company (“WestRock”) (the “Combination”) (including, but not

limited to, synergies, as well as our scale, geographic reach and product portfolio), our medium-term plan, demand outlook, operating

environment and the impact of announced closures and additional economic downtime, and any other statements regarding Smurfit

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

outlook 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” 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. Important factors that

could cause actual results to differ materially from plans, estimates or expectations include: our ability to deliver on our medium-term

plan; 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 prolonged or recurring

U.S. federal government shutdowns and any resulting volatility in the capital markets or interruptions in the Company’s access to

capital; 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 or other weather-event,

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 the 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 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 other administrations; legal proceedings instituted against the Company; 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 risk factors included in the Company's filings with the Securities and Exchange Commission, including the Company’s most

recent Annual Report on 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, 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