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, 2025

OR

☐  TRANSITION 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 ☒

The aggregate market value of the common equity held by non-affiliates of the registrant as of June 30, 2025 (based on the closing price per share as reported

on the New York Stock Exchange on such date), was approximately $22,371 million.

The number of shares of registrant’s ordinary shares outstanding as of the close of business on February 20, 2026 was 524,253,735.

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 2026 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.

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TABLE OF CONTENTS

	Page
Cautionary Note Regarding Forward-Looking Statements	4
PART I	5
Item 1. Business	5
Item 1A. Risk Factors	21
Item 1B. Unresolved Staff Comments	42
Item 1C. Cybersecurity	42
Item 2. Properties	44
Item 3. Legal Proceedings	46
Item 4. Mine Safety Disclosures	46
PART II	47
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	47
Item 6. [Reserved]	48
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	49
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	65
Item 8. Financial Statements and Supplementary Data	68
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	132
Item 9A. Controls and Procedures	132
Item 9B. Other Information	133
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	133
PART III	134
Item 10. Directors, Executive Officers and Corporate Governance	134
Item 11. Executive Compensation	134
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	134
Item 13. Certain Relationships and Related Transactions, and Director Independence	134
Item 14. Principal Accountant Fees and Services	134
PART IV	135
Item 15. Exhibits, Financial Statement Schedules	135
Item 16. Form 10-K Summary	143
Signatures	144

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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, 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. 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. 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” and in subsequent filings with the Securities and Exchange

Commission (“SEC”) by the Company. Forward-looking and other statements in this document 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.

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 U.K. Listing Rules, the Disclosure Guidance and Transparency Rules, the U.K. 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.

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PART I

Item 1. Business

Overview

Smurfit Westrock was created in July 2024 as a strategic combination between Smurfit Kappa Group plc (re-registered as Smurfit

Kappa Group Limited) (“Smurfit Kappa”), one of the leading integrated corrugated packaging manufacturers in Europe, with a large-

scale pan-regional presence in Latin America, and WestRock Company (“WestRock”), one of the leaders in North America in

corrugated and consumer packaging solutions and a multinational provider of sustainable fiber-based paper and packaging solutions.

We are a global leader in sustainable, paper-based packaging with extensive scale, quality products and geographic reach and

diversity. We aim to create the ‘go-to’ packaging partner of choice, bringing together highly complementary portfolios and sets of

capabilities benefiting customers, employees and shareholders.

Background

Smurfit Westrock was incorporated and registered in Ireland on July 6, 2017, under the Irish Companies Act as a private company

limited by shares with registered number 607515, with the name “Cepheidway Limited.” On September 12, 2023, Smurfit Kappa and

WestRock announced entry into a transaction agreement pursuant to which the companies would execute a strategic combination (the

“Combination”). Prior to the Combination, Smurfit Westrock re-registered as an Irish public limited company pursuant to Part 20 of

the Companies Act 2014 of Ireland, as amended (the “Irish Companies Act”) and was renamed “Smurfit Westrock plc.” Upon

completion of the Combination, Smurfit Kappa and WestRock each became wholly-owned subsidiaries of Smurfit Westrock, and

Smurfit Westrock continued as the new holding company of the combined group of Smurfit Kappa and WestRock. As a result of the

Combination, former Smurfit Kappa shareholders and WestRock shareholders became holders of Smurfit Westrock ordinary shares.

Smurfit Westrock had no historical operations nor traded or carried out any business of its own since its incorporation until just prior

to consummation of the Combination.

Smurfit Westrock has a dual listing on the New York Stock Exchange (“NYSE”) and the equity shares (international commercial

companies secondary listing) category of the Official List of the U.K. Financial Conduct Authority (“FCA”), and Smurfit Westrock

ordinary shares trade on the NYSE and the London Stock Exchange’s main market for listed securities.

See “Note 1.1. Description of Business” and “Note 2. Acquisitions” of the Notes to Consolidated Financial Statements for additional

information related to the Combination and the accounting for the Combination.

Products

Our primary products fall into a number of categories, as further described below. Primarily, we produce paper-based packaging

products. Our vertically integrated system provides raw materials of wood or recovered fiber, which are used to manufacture various

grades of board, which are then converted into packaging products. Our main categories of packaging are corrugated containers,

manufactured from containerboard; and consumer packaging, manufactured from paperboard. We also produce other grades of board,

such as solidboard, kraft paper, and graphic board, as well as other packaging products such as solidboard packaging, paper sacks and

bag-in-box.

      Containerboard and Corrugated Containers

Containerboard is the general term that describes the intermediate materials used to manufacture corrugated sheet, namely linerboard

and medium.

Linerboard is used to form the inner and outer layers of the corrugated sheet. Linerboard can be manufactured from virgin fiber

(known as “kraftliner”) or recovered paper (known as “testliner”). The recycling of old corrugated cases (“OCC”) provides the

primary source of recovered paper. In general, kraftliner is of higher quality and more versatile than testliner. Linerboard can be

surface treated to improve the printing quality through the use of white, mottled or fully bleached pulp as the top layer.

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Medium is used to form the inner layer of the corrugated sheet. It is primarily manufactured from recovered paper but can also be

manufactured from virgin fiber.

We feed linerboard and corrugating medium into a corrugator that flutes the medium to specified sizes, glues the linerboard and fluted

medium together, and slits and cuts the resulting corrugated paperboard into corrugated sheets whose dimensions fit ultimate customer

specifications, and are subsequently converted into corrugated packaging.

Corrugated packaging refers to the conversion of corrugated sheets through the production and the sale of corrugated containers and

other corrugated products including displays. Corrugated packaging is used to provide protective packaging for shipment and

distribution of food, paper, health and beauty, and other household, consumer, commercial and industrial products. Corrugated

packaging may also be graphically enhanced for retail sale, particularly in club store locations. Our corrugated packaging operations

manufactures primarily corrugated sheets, corrugated packaging and preprinted linerboard for sale to consumer and industrial products

manufacturers and corrugated box manufacturers. We produce a wide range of high-quality corrugated containers designed to protect,

ship, store, promote and display products made to our customers’ specifications.

      Paperboard and Consumer Packaging

Paperboard is a general term that describes the intermediate materials used primarily to produce folding cartons and other consumer

packaging products. There are a number of different types of paperboard, that can be manufactured using virgin fiber or recovered

paper, or a recycled basestock that is laminated with kraftliner. Paperboard can be unbleached, coated or fully bleached, and

manufactured primarily using either wood or recovered fiber as a primary raw material. These are used primarily to manufacture

folding cartons and can have specialty characteristics such as grease masking and microwaveability.

Consumer packaging is used mainly as primary packaging for products, providing convenience, marketing support and protection for

products, and can consist of folding cartons, carriers and other containers. Our folding cartons are used to package items for industries

such as food, paper, beverages, dairy products, confectionery, health and beauty and other household consumer, commercial and

industrial products, primarily for retail sale. Our folding cartons are also used by our customers to attract consumer attention at the

point-of-sale. We also manufacture express mail packages for the overnight courier industry, provide inserts and labels, as well as

rigid packaging and other printed packaging products, such as transaction cards (e.g., credit, debit, etc.), brochures, product literature,

marketing materials (such as booklets, folders, inserts, cover sheets and slipcases) and grower tags and plant stakes for the

horticultural market. For the global healthcare market, we manufacture paperboard packaging for over-the-counter and prescription

drugs.

      Solidboard and Solidboard Packaging

Solidboard is a layered form of paperboard. It has an outer layer of linerboard, which is laminated onto a solid layer of recycled paper,

producing a product that is heavier and more resistant to moisture and cold than corrugated containers. Solidboard is better suited for

certain more demanding packaging applications which may be exposed to wet conditions and freezing temperatures, such as the

transportation of fresh products, including fruit, vegetables, fish, meat, poultry and dairy products. Solidboard sheets are produced in

paper mills and converted into solidboard packaging in converting units.

      Graphic Board

Graphic board is a heavyweight type of solidboard with distinct properties, including rigidity and stability, which makes it suitable for

processing into different applications, such as book covers, game boards, jigsaw puzzles and lever arch files, onto which sophisticated

graphics can be laminated.

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      Kraft Paper and Paper Sacks

Kraft paper is a grade of paper made primarily from wood which is used in different applications, the key one being in paper sack

production, with the grade being known as sack kraft. Sack kraft is either converted into sacks for industrial use, transporting building

materials, agriculture, chemicals, minerals and animal feed, or bags subject to high quality graphics for more sophisticated packaging

end uses such as pet food and retail carrier bags. Other kraft paper has a large number of uses such as but not limited to paper bags,

wrapping, and interleaving products.

      Bag-In-Box

Bag-in-box is a form of packaging where a liquid is packed in a flexible plastic film or “bag” with a tap attached, which is then

generally inserted into a corrugated container.

Geographical Footprint

We maintain operations in 40 countries, primarily in North America, Latin America and Europe, and with some operations in Asia,

Africa and Australia. In North America, we are a leader in corrugated and consumer packaging, containerboard and paperboard. In

Europe, we are one of the leading companies by production volume in corrugated packaging, containerboard and bag-in-box, and one

of the leading producers of consumer packaging. In Latin America, we are a large-scale pan-regional player in corrugated packaging

and containerboard.

We currently operate 57 paper mills (36 of which produce containerboard only, seven of which produce paperboard only, with six

producing both, five producing containerboard and another grade, one producing paperboard and another grade and two producing

kraft paper only), 450 converting plants (329 of which convert containerboard into corrugated containers, 84 of which convert

paperboard into consumer packaging or manufacture leaflets or labels for consumer packaging, five sack plants and 32 other

conversion facilities), 70 recovered fiber facilities, two wood procurement operations in Europe (which together provide raw material

for our mills in Europe), two forestry operations in Latin America, 57 distribution facilities in North America, and 30 other production

facilities carrying out other related activities. In addition, we have approximately 308,000 acres of forests and plantations, the majority

of which are owned in Latin America. These forests and plantations support mill operations in addition to propagating trees for

planting. Our footprint allows us to better serve customers in close proximity to our corrugated box plants.

Our geographic reach is organized around three segments:

•North America (including the U.S., Canada and Mexico);

•Europe, the Middle East and Africa (“MEA”) and Asia-Pacific (“APAC”); and

•Latin America (“LATAM”).

The North America, Europe, MEA and APAC and LATAM segments are each highly integrated within the segment and there are

many interdependencies within these operations. They each include a system of mills and plants that primarily produce a number of

grades of containerboard that is converted into corrugated containers within each segment, or is sold to third parties.

In addition, the North America segment also produces paperboard, kraft paper and market pulp; other paper-based packaging, such as

folding cartons, inserts, labels and displays and also engages in the assembly of displays as well as the distribution of packaging

products.

The Europe, MEA and APAC segment also produces other types of paper, such as solidboard, graphic board, sack kraft paper and

machine glazed paper (together known as kraft paper) and graphic paper; and other paper-based packaging, such as honeycomb,

solidboard packaging, folding cartons, inserts and labels; and bag-in-box packaging (the latter with operations located in Europe,

Argentina, Canada, Mexico and the U.S., but managed under the Europe, MEA and APAC segment).

The LATAM segment also comprises forestry; other types of paper, such as paperboard and kraft paper; and paper-based packaging,

such as folding cartons and paper sacks.

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Our global corporate headquarters are located in Dublin, Ireland, our North American operations are headquartered in Atlanta,

Georgia, U.S., our Europe, MEA and APAC operations are headquartered in Amsterdam, the Netherlands and our Latin American

operations are headquartered in Florida, U.S.

Business Strategy

Our business strategy combines the key strategic priorities of both Smurfit Kappa and WestRock, with a continuing focus on the

successful integration of the two businesses.

      Our Vision

Our vision is to dynamically and sustainably deliver secure, superior and long-term value for all stakeholders, as one of the world’s

great companies, guided by our core values of safety, loyalty, integrity and respect. Stakeholders comprise shareholders, employees,

customers, local communities and suppliers.

•One of the World’s Great Companies. We strive to operate a globally admired business, underpinned by the following; (i)

our core values; (ii) being an employer of choice; (iii) providing a demonstrably differentiated offering to our customers; (iv)

being a leader in sustainability in the industry; and (v) being valued in excess of our peers.

•Dynamically and Sustainably Delivering. With a performance-led culture and a diverse workforce that is both driven and

engaged, we seek to seize internal and external growth opportunities by engaging in disciplined and focused capital allocation

in order to present a highly differentiated and sustainable offering to customers.

•Secure, Superior and Long-Term Value. In seeking secure and superior value creation, over the long-term, we focus on

strong cash generation, balance sheet strength with significant financial flexibility and low-cost operations, and an optimum

level of vertical integration to mitigate cyclical risk while maximizing the performance of our assets. We aim to have a team

of dedicated and engaged employees continually innovating across our product range.

Our vision guides our strategic objective of maintaining and deepening long-term customer relationships by seeking to provide

customers with innovative and differentiated sustainable packaging solutions that aim to enhance customers’ prospects of success in

their end markets.

To achieve this objective, we have identified three key areas of focus through our integrated system:

•Converting. Capitalize on differentiation to drive growth. This differentiation encompasses our paper-based packaging

offerings of corrugated and consumer packaging across our segments, along with other specialist product offerings such as

bag-in-box and paper sacks. The offerings are supported by our innovation initiatives.

•Paper. Drive the optimization of our paper system to service the growth of the downstream converting businesses, taking into

account the dynamics of the marketplace. This is a particular focus in light of the enlarged paper system that was created

through the Combination.

•Integration. Bring together the best of Smurfit Kappa and WestRock into a culturally aligned, customer-focused and

motivated organization.

Based on these focus areas, we have developed the following strategic priorities:

1.Expanding market positions through focused growth, including in particular driving the sustainability agenda;

2.Continuing focus on customer engagement and innovation to become the supplier/partner of choice for our

customers;

3.Enhancing operational excellence through the continuous upgrade of customer offerings and service;

4.Recruiting, retaining, developing and motivating the best people; and

5.Efficiently allocating capital.

9

Segment Overview

A) North America Segment

Our North American operations are in the U.S., Canada and Mexico.

Sales of our North America segment accounted for 58.5% of our net sales to external customers in 2025. See “Note 3. Segment

Information” of the Notes to Consolidated Financial Statements, as well as Item 7. “Management’s Discussion and Analysis of

Financial Condition and Results of Operations”, for additional information.

      Products

We are one of the largest integrated producers of linerboard, white-top linerboard and containerboard and kraft paper in North

America (including the U.S., Canada and Mexico), and we serve primarily corrugated packaging markets. We are one of the largest

producers of paperboard in North America, and we operate both integrated virgin and recycled fiber mills. Our mill system

manufactures paper for our converting system that utilizes the paper in the manufacture and sale of packaging products to our external

packaging customers, together with sales of paper to external paper customers.

      Mills

Our North America segment mill operations consist of 27 mills. Our mill operations consist of both integrated virgin and recycled

fiber mills, that produce containerboard, paperboard and specialty grades, including kraft paper and market pulp. The majority of the

output of the mill system is used in our own converting operations.

We have recycling operations in the segment whose business is conducted as a procurement function, focusing on the procurement of

low cost, high quality recycled fiber for our mill system. See Item 2. “Properties” for additional information on our annual production

capacity and types of containerboard and paperboard we manufacture, and Item 1. “Business — Sales and Marketing” for additional

information on our vertical integration.

In the year ended December 31, 2025 our containerboard mills in North America produced approximately 9.3 million tons and our

paperboard mills in North America produced approximately 3.2 million tons.

Any paper not used in our own operations is sold through our commercial paper operations, generating revenues primarily from the

sale of containerboard, paperboard and specialty grades to external customers, and we serve primarily corrugated packaging, folding

carton, food service, liquid packaging and commercial print markets. We sell our products globally to customers who value our scale,

wide range of products, and service.

      Corrugated Packaging

We operate 152 corrugated packaging plants in North America. We convert corrugated sheets into corrugated products ranging from

one-color protective cartons to graphically brilliant point-of-purchase packaging. Our corrugated container plants serve local

customers and regional and large national accounts. We provide customers with innovative packaging solutions to help them promote

and sell their products. We provide structural and graphic design, engineering services and custom, proprietary and standard

automated packaging machines, offering customers turn-key installation, automation, line integration and packaging solutions. We

offer a machinery solution that creates pouches that replace single-use plastics, including bubble mailers.

10

We design, manufacture and, in certain cases, pack temporary displays for sale to consumer products companies and retailers. These

displays are used as marketing tools to support new product introductions and specific product promotions in mass merchandising

stores, supermarkets, convenience stores, home improvement stores and other retail locations. We also design, manufacture and, in

some cases, pre-assemble permanent displays for these customers. We make temporary displays primarily from corrugated

paperboard. Unlike temporary displays, permanent displays are restocked with our customers’ product; therefore, they are constructed

primarily from metal, plastic, wood and other durable materials. We manufacture and distribute point-of-sale material utilizing litho,

screen and digital printing technologies. We manufacture lithographic laminated packaging for sale to our customers that require

packaging with high quality graphics and strength characteristics.

We also have 57 distribution operations that generate revenues primarily from the distribution of packaging products and three

locations that assemble display products. We distribute corrugated packaging materials and other specialty packaging products,

including stretch film, void fill, carton sealing tape and other specialty tapes, through our network of warehouses and distribution

facilities. We also provide contract packing services, such as multi-product promotional packing and product manipulation, such as

multipacks and onpacks.

We are the one of the largest manufacturers of corrugated packaging in North America, with operations in the U.S., Canada and

Mexico. In the year ended December 31, 2025 our corrugated operations in North America shipped approximately 100 billion square

feet.

      Consumer Packaging

We operate 37 consumer packaging plants in North America. Our consumer packaging operations generate revenues primarily from

the sale of consumer packaging products such as folding cartons, inserts and labels. We are one of the largest manufacturers of folding

cartons in North America, with operations in the U.S., Canada and Mexico. Our customers generally use our inserts and labels to

provide customer product information either inside a secondary package (e.g., a folding carton) or affixed to the outside of a primary

package (e.g., a bottle). Folding cartons typically protect customers’ products during shipment and distribution, and employ graphics

to promote them at retail. We print, coat, die-cut and glue the cartons to customer specifications and ship finished cartons to customers

for assembling, filling and sealing. We employ a broad range of offset, flexographic, gravure, backside printing, coating and finishing

technologies, as well as iridescent, holographic, textured and dimensional effects to provide differentiated packaging products, and

support our customers with new package development, innovation and design services and package testing services.

B) Europe, MEA and APAC Segment

Our Europe, MEA and APAC segment mill operations consist of 21 mills, and includes a system of mills and box plants that primarily

produce a full line of containerboard that is converted into corrugated containers. We operate in 22 countries across western and

eastern Europe. Our main European operations are in Germany, France, the Netherlands, Italy, the U.K., Spain, Sweden and Austria.

Our Europe, MEA and APAC segment operational management manage a number of operations outside Europe, including a

corrugated plant in Morocco, Africa, a containerboard mill and corrugated plant in India, and consumer packaging operations in

China, Japan and Australia. We also manage four (non-European) facilities that manufacture bag-in-box, located in Argentina,

Canada, Mexico and the U.S. (with a fifth expected to begin operation in the U.S. in 2026) and therefore such operations are included

in the Europe, MEA and APAC segment.

Sales of our Europe, MEA and APAC segment accounted for 34.8% of our net sales to our external customers in 2025. See “Note 3.

Segment Information” of the Notes to Consolidated Financial Statements, as well as Item 7. “Management’s Discussion and Analysis

of Financial Condition and Results of Operations”, for additional information.

      Products

We are one of the European leaders in terms of capacity in corrugated packaging, containerboard, consumer packaging and bag-in-

box. We also operate in several other packaging and paper market segments, such as sack kraft paper, machine glazed paper, graphic

board, solidboard, solidboard packaging and boxboard.

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Our operations in the Europe, MEA and APAC segment are highly integrated. In 2025 we were approximately 10% long on paper in

Europe, MEA and APAC as paper production exceeded containerboard that is converted into corrugated containers in our converting

plants.

      Containerboard and Corrugated Containers

We operate 14 recycled containerboard mills throughout Europe (three in Germany, two in each of France, the U.K., the Netherlands

and Italy, and one in each of Spain, the Czech Republic and Serbia), as well as one in India. Our three kraftliner mills, located at Piteå

(Sweden), Facture (France), and Nettingsdorfer (Austria), are among the largest and, we believe, the lowest cost kraftliner mills in

Western Europe.

In the year ended December 31, 2025, our containerboard mills in our Europe, MEA and APAC segment produced approximately 6.4

million tons.

We are one of the leading producers of corrugated containers in Europe by capacity, with 179 production facilities (comprising

corrugated plants, sheet feeders, sheet plants and other specialized facilities). We have an extensive geographic presence in western

Europe and a growing presence in eastern and southeastern Europe. We also have a containerboard mill and corrugated conversion

facility in India. In 2025, our corrugated operations in our Europe, MEA and APAC segment shipped approximately 96.8 billion

square feet.

      Consumer Packaging

We operate 40 consumer packaging plants in Europe in 12 countries which primarily manufacture folding cartons, labels and leaflets

for consumer packaging markets. We are one of the largest producers in Europe. We also have operations in China, Japan and

Australia in consumer packaging.

      Other Paperboard and Other Paper

In the year ended December 31, 2025 we produced approximately 0.4 million tons of other paperboard, comprising sack kraft,

machine glazed paper and solidboard in three mills located in Germany and Spain. We are one of the leading manufacturers of both

solidboard and solidboard packaging in Europe.

      Bag-in-box

We are one of the largest European manufacturers in the high growth bag-in-box market, a leading European supplier of bags for bag-

in-box packaging (primarily packaged in corrugated boxes) for the wine market, and a significant global supplier for taps for bag-in-

box packaging for the wine market. We have nine bag-in-box or tap manufacturing facilities located in France, Spain, Italy, Bulgaria,

Canada, Argentina, Mexico, and the U.S. A tenth facility is under construction in the U.S.

C) LATAM Segment

We are a leading business in containerboard and corrugated containers in Latin America.

In Latin America, we are one of the largest producers of corrugated containers and containerboard, by volume. Our largest operations

in Latin America are in Brazil and Colombia. We have operated continuously in Latin America since 1986.

Reliable third-party data on Latin America is not available and, therefore, statements in relation to our market position in Latin

America are based on management estimates.

Sales of our LATAM segment accounted for 6.7% of our net sales in 2025. See “Note 3. Segment Information” of the Notes to

Consolidated Financial Statements, as well as Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of

Operations”, for additional information.

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      Products

Our LATAM segment mill operations consist of nine mills in three countries (Brazil, Colombia and Argentina) producing

containerboard, consumer packaging board and sack kraft paper, with combined productions of approximately 1.5 million tons in the

year ended December 31, 2025 (of which containerboard represented approximately 1.3 million tons).

The LATAM segment has 27 corrugated plants in eight countries – Brazil, Colombia, Argentina, the Dominican Republic, Costa Rica,

El Salvador, Peru, Chile, as well as Puerto Rico. The LATAM segment for the year ended December 31, 2025 shipped approximately

23 billion square feet of corrugated containers.

We also have folding cartons operations in Costa Rica and El Salvador and the Dominican Republic, paper sack operations in

Colombia, Ecuador, Costa Rica and the Dominican Republic, and a recycling plant in Nicaragua.

Sales and Marketing

We provide packaging products for the transportation of a diverse range of consumer and industrial goods, such as processed and fresh

food, agricultural products, beverages, industrial and consumer electronics, chemicals and pharmaceuticals, and a range of other

products, as well as higher value-added corrugated products, such as those featuring enhanced graphics used for point-of-sale displays

and consumer and shelf-ready packaging. During 2025, the majority of our products were sold to the fast-moving consumer goods

sector.

No individual customer accounted for more than 10% of our net sales in 2025. We generally manufacture our products pursuant to our

customers’ orders. We believe that we have good relationships with our customers.

A portion of our customers are considered pan-regional, and we have teams devoted to managing and servicing the requirements of

these customers. These teams work in conjunction with local operations. Another portion of our customers are multi-national accounts,

serviced in more than one country (or state, in the case of the U.S.) but not across a full region. We have also built teams to service

their requirements. The remaining customers are considered either multi-site national accounts within a single country or local

accounts, and marketing and sales activity for these customers is primarily undertaken by local businesses. Our tailored approach to

sales and marketing allows us to remain close to our customers irrespective of size while also staying updated on competitors’

offerings and local market developments.

We market our products through our own sales force. We also market a number of our products, primarily paper, through independent

sales representatives and independent distributors. We generally pay our sales personnel a combination of base salary, commissions

and annual bonus. We pay our independent sales representatives on a commission basis. Orders from our customers generally do not

have significant lead times. We discuss net sales to unaffiliated customers through our foreign operations and other financial

information in “Note 3. Segment Information” of the Notes to Consolidated Financial Statements.

A considerable portion of our converted product sales are made under customer contracts with terms ranging from one to three years.

These agreements typically provide that the customer will source a specified percentage of its total product requirements from us on an

exclusive basis, and typically allow for raw material cost movements to be passed through to end pricing.

Our marketing strategy focuses on product quality, design differentiation and high caliber customer service. Through continuous

communication with customers, our goal is to improve our service quality and proactively anticipate or respond to customers’ needs.

The marketing strategy for our mills is to profitably match the sale of appropriate paper and containerboard to the demand

requirements of both internal and external converters located within an economically reasonable shipping distance from each mill,

thereby minimizing logistics costs. Our strategy for the corrugated container and other converting plants focuses on both customized

products tailored to fit customers’ needs and high-volume sales of commodity products, such as transport packaging for predominantly

local markets. Most sales of converted products are made on the basis of short-term orders for specified volumes at market rates.

These orders are priced based on a number of factors such as currency, volume, weight, applications (printing, die-cutting and

lamination) and geographic area. We seek to maintain a broad customer base for each market to avoid customer concentration.

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Since all of our businesses operate in highly competitive industry segments, we regularly discuss sales opportunities for new business

or for renewal of existing business with customers. Our packaging products compete with packaging made from other materials,

including plastics. The primary competitive factors we face include price, design, product innovation, quality, service and

sustainability, with varying emphasis on these factors depending on the product line and customer preferences. Our machinery

solutions represent one example of how we compete by providing differentiated solutions that create value for our customers. We

believe that we compete effectively with respect to each of these factors and we obtain feedback on our performance with periodic

customer surveys, among other means.

Competition

We operate in a competitive global marketplace. The industries in which we operate are highly competitive, and no single company

dominates any of those industries. As containerboard and corrugated containers products are largely standardized products,

competition is primarily based on price.

In North America, our containerboard and paperboard operations compete with integrated and non-integrated national and regional

companies operating primarily in North America, and to a limited extent, manufacturers outside of North America. Our competitors

include large and small, vertically integrated companies and numerous smaller non-integrated companies. In the corrugated packaging

and folding carton markets, we compete with a significant number of national, regional and local packaging suppliers in North

America. In the promotional point-of-purchase display and converted paperboard products markets, we primarily compete with a

smaller number of national, regional and local companies offering highly specialized products.

In Europe, there are different types of companies operating in the vertically integrated containerboard and corrugated container

industry; some are vertically integrated, having both containerboard and corrugated container capacity, while others may be in only

one of those businesses. There are also a number of companies which have a presence in more than one country, while others operate

in a single geography. Our key competitors for containerboard and corrugated containers in western and eastern Europe are the other

leading pan-continental producers of containerboard and corrugated containers. Our key competitors for consumer packaging board

and consumer packaging are also pan-continental players.

In Latin America, our key competitors for containerboard and corrugated containers in Latin America are regional or national

companies within the countries in which we operate, as there are few pan-continental or international producers of containerboard and

corrugated containers. Our key competitors for consumer packaging board and consumer packaging are also pan-continental players.

Seasonality

While our businesses are not materially impacted by seasonality, there is some variability in demand that occurs from quarter to

quarter. Our volumes in the first half of the year are generally expected to be stronger than the second half in our North America

segment and Europe, MEA and APAC segment, while volumes in our LATAM segment are generally the opposite.

Raw Materials

The primary raw materials used by our mill operations are recycled fiber at our recycled containerboard and paperboard mills and

virgin fiber from hardwoods and softwoods at our virgin containerboard and paperboard mills. Certain of our virgin containerboard is

manufactured with some recycled fiber content.

In Europe, the principal raw materials for the recycled containerboard, recycled consumer packaging board, solidboard and graphic

board mills are various grades of recovered papers and, in particular, OCC. In Europe, we source recovered paper in a number of

different ways, which we refer to as “grip” levels, through sources we directly control or with whom we have contracts, with the

remainder being acquired primarily under spot purchases. We believe this security of supply to be a significant benefit at times when

recovered fiber is in short supply.

From a price perspective, most of our requirements in Europe are linked to official reference prices and are therefore based on market

prices.

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Our kraftliner mills and sack kraft mill require virgin fiber as their principal raw material. We purchase virgin fiber on the open market

through contractual arrangements and, in some cases, cooperate with landowners to develop forest resources. We are not reliant on any

one supplier for a substantial portion of our raw materials sourced from third parties.

Our overall fiber sourcing for all of our mills in North America is approximately 57% virgin and 43% recycled. Recycled fiber prices

and virgin fiber prices can fluctuate significantly. We source virgin fiber from third-party sources, and recycled fiber through a

combination of our own depots, long and short-term contracts and from the open market.

Our overall fiber sourcing for our mills in our Europe, MEA and APAC segment is approximately 22% virgin and 78% recycled.

Recycled fiber prices in particular can fluctuate significantly, and may not necessarily move in the same direction or quantum as in

other regions. We source virgin fiber in Europe from third-party sources, and recycled fiber through a combination of our own depots,

long and short-term contracts and on the open market.

Our overall fiber sourcing for our mills in Latin America is approximately 58% virgin and 42% recycled. Recycled prices in particular

can fluctuate significantly and vary from country to country in Latin America. We source virgin fiber primarily from our own forestry

bases in Colombia and Brazil, but also from the market. We source recycled fiber through a combination of our own depots, long and

short-term contracts and from the open market.

Containerboard and paperboard are the primary raw materials used by our corrugated and consumer packaging converting operations

in our operating segments. Our converting operations use many different grades of containerboard and paperboard. We supply

substantially all of our converting operations' needs for containerboard and paperboard from our own mills and through the use of

trade swaps with other manufacturers. These arrangements allow us to optimize our mill system and reduce freight costs. Because

there are other suppliers that produce the necessary grades of containerboard and paperboard used in our converting operations, we

believe we would be able to source significant replacement quantities from other suppliers in the event that we incur production

disruptions for recycled or virgin containerboard and paperboard.

Energy

We incur energy costs in our mill operations and the cost of natural gas, oil, electricity and purchased biomass fuel is subject to

fluctuations. In our recycled mills, we primarily use natural gas and electricity, supplemented at certain mills with fuel oil. In our

virgin fiber mills, we primarily use biomass and natural gas, supplemented at times with fuel oil, and, at a limited number of facilities,

coal, to generate steam used in the pulping and paper making processes and to generate some or all the electricity used on site. We

primarily use purchased electricity and natural gas to operate our converting facilities. We generally purchase these products from

suppliers at market or tariff rates. We use commodity contracts to hedge energy exposures. See Item 1. “Business — Governmental

Regulation — Environmental” and Item 7A. “Quantitative and Qualitative Disclosures About Market Risk — “Commodity Price

Risk” for additional information.

Transportation

We also incur costs of inbound and outbound freight in our business. Factors that influence our freight expense are distance between

shipping and delivery locations, distance from our facilities to customers and suppliers, mode of transportation (rail, truck, intermodal

and ocean) and freight rates, which are influenced by supply and demand and fuel costs. The principal markets for our products are in

North America, Europe and Latin America.

Innovation

Our approach to innovation focuses on helping customers save more, sell more, and optimize packaging solutions to improve

consumer experience.

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Our innovation model prioritizes agility for faster innovation and smarter testing, promoting global innovation with local relevance,

fostering end-to-end circular packaging innovation, and enabling quicker, better decision making with market-leading capabilities. We

emphasize local implementation and strong coordination to optimize efficiency and effectiveness across all operations and customer

interactions. To help achieve this, we have 33 interconnected customer-centric Innovation and Experience centers, strategically

positioned throughout the organization. These hubs are responsible for bringing to life a “local” approach by aligning the global vision

with local customization influenced by the culture, trends and customer needs. Additionally, our innovation teams focus on customer

focused initiatives, backed by market-leading capabilities.

We have a suite of tools to support our innovation and selling efforts. The strengths of these tools include the amount of data that has

been gathered for their use over a long period of time, and the fact that they are internally developed and are equally available to all

operations.

Demonstrating our commitment to excellence, in 2025, we won in excess of a hundred awards across a host of categories, including

design, innovation, safety, sustainability, supplier excellence, community engagement and as a top employer. Our leadership was

recognized globally and locally with Tony Smurfit being named CEO of the Year by both The Irish Times and Fastmarkets. Smurfit

Westrock was also ranked among Forbes Magazine’s Global 2000, TIME Magazine’s World’s Best Companies, and Sustainability

Magazine’s Most Sustainable Companies, as well as being named Company of the Year by Business and Finance Media Group. Our

innovation expertise and creativity were recognized with 10 WorldStar 2025 awards, five PAC Global Awards and nine Shop! OMA

Awards.

Our “Better Planet Packaging” initiative aims to develop our sustainable packaging to positively impact global supply chains, improve

our packaging environmental footprint and reduce packaging traces on the planet. Characteristics of Better Planet Packaging include:

•optimized and fit-for-purpose materials;

•reduced carbon footprint;

•designed to be recyclable and are actually recycled;

•manufactured with recycled material when possible, and sustainably sourced virgin material when needed; and

•naturally biodegradable.

To support the market in developing and implementing innovative packaging solutions more rapidly, reliably and collaboratively, we

launched our Design2Market concept in 2022. With hundreds of successful projects executed for leading brands using Design2Market

or similar concepts, our customers benefit from a streamlined testing process, reduced risk and sustainable packaging options, all

aligned with our commitment to innovation and sustainability through the Better Planet Packaging initiative.

Sustainability

      Commitment to Sustainability Matters

At Smurfit Westrock we are committed to creating packaging solutions that protect what we all care about. We believe this

commitment is evident in our culture and behaviors at all levels and across all areas of our business, informing our strategic business

decisions and actions, now and into the future.

As a global leader in sustainable, paper-based packaging, we are proud to create solutions from renewable and recyclable materials,

that help deliver a better future for all. Together, we are committed to being an impactful business and supporting a greener, bluer

planet.

There is strong oversight of sustainability and related matters within the Company. The Sustainability Committee of the Company’s

Board of Directors (the “Board”) has been in place since the completion of the Combination and met on five occasions in 2025.

Climate change is a regular agenda item at Sustainability Committee meetings, where the Sustainability Committee reviews various

aspects of the Company’s climate strategy, stakeholder expectations and the evolving regulatory landscape. The Company’s chief

executive officer (the “CEO”), through his overall responsibility for the day-to-day oversight of the Company’s business and the

implementation of the Company strategy and policies, is directly responsible for actions governing sustainability, including areas such

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as climate change. He is also responsible for providing that the Company’s purpose, values and culture are instilled throughout the

Company. The CEO is also a Director of the Board.

We understand the challenges facing both our business and the planet and are committed to doing our part in resolving these critical

issues. Our ambition is to deliver sustainable growth for the benefit of all our stakeholders based on three pillars: Planet, People and

Communities, and Impactful Business.

      Planet

The circular economy has long been at the core of our business. We use renewable, recyclable, and recycled materials to create

innovative, sustainable packaging solutions. As a leading consumer of recycled fiber, we play our part in the circular economy by

recycling old paper-based packaging. The virgin wood fiber we use is sourced from responsibly managed forests and all our fiber-

based manufacturing facilities have been chain of custody certified to internationally recognized standards. We work with our

customers to help them deliver on their sustainability goals.

      People and Communities

Having engaged employees is critical for the success of our business. We are committed to providing an inclusive and safe place to

work for the talented people in our globally and culturally diverse organization. Our commitment also extends to all of the

communities in which we operate.

      Impactful Business

Through our activities, we aim to create sustainable value for our customers, investors, employees, suppliers and the communities in

which we are privileged to operate. We innovate and partner with our customers to create packaging solutions that can replace less

sustainable materials and reduce their carbon footprint. We aim to do this with the highest ethical business standards.

      Climate-Related Disclosures

We recognize the need for climate-related disclosures as part of our commitment to sustainability and responsible corporate

citizenship. We published an overview of our approach to climate risk management in the first half of 2025 as part of our 2024

sustainability report which took into consideration the recommendations of the Task Force on Climate-related Financial Disclosures.

Our sustainability report will be made available on our website in April 2026 at www.smurfitwestrock.com/sustainability. The

information contained in our sustainability reports is not incorporated by reference into this Form 10-K and should not be considered

part of this or any other report that we file with or furnish to the SEC.

      Environmental Regulations

We may incur additional compliance costs and burdens resulting from the enactment of new laws and regulations aimed at reducing

carbon emissions, which could take the form of cap-and-trade, carbon taxes or a greenhouse gas (“GHG”) reduction mandate.

We may also incur higher prices for certain raw materials and fuels, including biomass and natural gas, related to the transition to a

lower-carbon economy or the enactment of GHG reduction mandates. Also, new climate rules and regulations that result in fuel

efficiency standards could increase our transportation costs.

Certain jurisdictions in which we have manufacturing facilities or other investments have already taken actions to address climate

change.

We also operate in countries or regions that have already adopted GHG emissions trading schemes such as the European Union where

we are subject to the impact on energy prices and compliance from the EU Emission Trading Scheme Directive.

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Human Capital Resources

People are our priority. Our primary objective is to provide a great place to work for all our employees guided by our commitment to

equal employment opportunity for all. We understand that our success is driven by our highly valued, motivated and diverse teams

across the world. By building a safe and inclusive work environment that empowers and inspires our global workforce, our people will

be able to thrive and grow our business. Our responsibility as an employer is to create a workplace where people can earn a fair living,

where they will be safe and can return home to their families every day, and to provide the conditions where they feel valued and

respected.

As of December 31, 2025, we employed approximately 97,000 people across the 40 countries in which we operate, of which

approximately 50,000 were in the North America segment, approximately 36,500 in our Europe, MEA and APAC segment, and

approximately 10,500 in the LATAM segment. Our businesses can be seasonal in nature which results in peaks and troughs in

employment numbers across certain sections of our workforce. These changes are managed through fair and flexible hiring practices

in accordance with applicable laws.

We have collective bargaining agreements with labor unions in various jurisdictions in which we operate which expire and are

renegotiated at various dates. We are currently in negotiations to renew or extend certain union contracts that have expired or are

expiring in the future. There are different labor unions represented across our sites and the majority of unionized employees are

covered by labor agreements as a result of either local or national negotiations in the countries concerned. The majority of our

unionized employees in the U.S. are represented by the United Steelworkers. In Europe, we are currently in the process of merging the

Smurfit Kappa and the WestRock European Works Councils. The European Works Councils were created to assist in the development

of an open two-way communication process on matters related to the business and the work environment. During 2025, we

experienced no significant work stoppages, and we believe we have satisfactory labor relations with our employees.

      Safety, Health and Well-Being

We promote a strong culture of safety and well-being. The safety and well-being of our employees, contractors, and other stakeholders

is paramount to us and is a core value for Smurfit Westrock. Operating safely is a non-negotiable, and our ‘Safety for Life’ program is

active across all regions and will remain at the heart of our continuous improvement programs. We strive every day to ensure that each

of our employees return home safely.

Smurfit Westrock invests substantial time, effort, and financial resources to comply with applicable regulations and to promote a safe

workplace. In 2025, we achieved a lost time incident rate of 0.56, and a total recordable incident rate of 1.06 for the combined group,

based on the number of incidents per 200,000 work hours for employees. Beyond reporting and learning from incidents, we

proactively invest in initiatives, tools, technology and safety programs across the Group. We endeavor to ensure the right safety

conversations are happening to better control and mitigate potential risks.

      An Employer of Choice

We are truly a diverse organization with approximately 97,000 employees from across the 40 countries in which we operate. We are

committed to fostering a safe, respectful and inclusive workplace where everyone has a real sense of belonging and can be their

authentic selves at work every day. We strive for a culture and a workplace where all our employees feel valued, respected, and

empowered to thrive. Our people priorities, which are designed to help us develop a sustainable business, includes a focus on

employee engagement, people development and social support to our communities.

We have a number of communications coordinators and Employee Resource Groups in each region which focus on the topics that

matter most locally. These groups have been established on a voluntary basis, are employee-led based on common interests and

backgrounds, and have executive sponsorship to help with momentum, profile and resourcing.

We are deeply committed to our communities and collaborating with them. We encourage our local teams to connect with their

communities through social and environmental initiatives. Our Open Community initiatives cover all aspects of our involvement with

our communities around the world, with hundreds of projects in flight centered on four pillars: Empowering Communities,

Encouraging Well-being, Inspiring Our Future and Protecting Our Planet.

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      Culture & Engagement

Our culture is rooted in our values, which expects each employee, leader and function to live our values of safety, integrity, respect

and loyalty. We infuse our values through our ways of working and communication across the organization. In addition to engagement

and pulse surveys, in 2025 we developed and launched our first combined global employee engagement survey with over 80,000

employees participating with their feedback. We also encourage regular, live communications across the organization and host

quarterly global town halls with our senior leadership that include business updates and employee question-and-answer sessions. In

addition, regional business town halls are held on a regular basis.

      Learning and Development

For employees, across all levels and businesses in our Company, our learning and development programs equip employees with the

relevant skills to be effective in their current roles and also to prepare them for the future, both within and outside of Smurfit

Westrock.

As a business with a strong track record of developing talent internally, our talent planning initiatives and programs help our business

to ensure we have the right people, with the right experience ready to progress in their careers as critical roles and talent needs arise.

Through our talent cycle of talent identification, succession planning and talent development, we have been able to ensure talent

mobility across the organization in a timely manner into key vacancies.

Through our Smurfit Westrock Learning Academy, we have a number of key management development programs which take place

annually, including Regional Graduate Programs, Advanced Management Development Program and Global Manager Program. These

serve to ensure that we retain, motivate and develop employees, allowing us to have a robust talent pipeline at all career stages. We

partner with leading academic institutions, including Harvard and INSEAD, which allow us to leverage global best practice in this

area. Since 2016 our flagship leadership development program, Open Leadership, runs in partnership with INSEAD business school

and has seen more than 500 of our senior leaders attend this year long three-module program. This investment in our leadership

community is based on the belief that business performance is linked to human behavior.

      Compensation & Benefits

We believe our compensation packages provide the appropriate incentives to attract, retain and motivate our employees, and

ultimately to grow our business. Our compensation programs are designed to reinforce performance, our business growth and our

talent strategy. We provide base pay that is market relevant and competitive and that aligns with employee positions, skill levels, and

experience. In addition to base pay, we provide opportunity for employees to receive annual performance-based incentive awards for

certain jobs and job levels. Our employee benefits packages, which vary by country and region, are competitive and local market

relevant.

We continue to evolve our medical and welfare benefits programs to provide for employees’ health and well-being, including

employee assistance programs. Additionally, to foster a strong sense of accountability and ownership, and align the interests of

managers with shareholders, we grant stock-based incentives to our most senior manager levels.

We are committed to equal pay for equal work. To deliver on that commitment we conduct frequent pay analysis, global pay equity

benchmarking and job analysis, and review our pay practices annually.

Patents and Other Intellectual Property

We hold a substantial number of foreign and domestic trademarks, trademark applications, trade names, patents, patent applications

and licenses relating to our business, our products and our production processes. Our patent portfolio consists primarily of utility

patents relating to our products and manufacturing operations, including proprietary automated packaging systems. Our company

name and logo, and certain of our products and services, are protected by domestic and foreign trademarks. Our patents, trademarks

and other intellectual property rights, particularly those relating to our manufacturing operations, are important to our operations as a

whole. Our intellectual property has various expiration dates.

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Governmental Regulation

      Health and Safety

Our business involves the use of heavy equipment, machinery and chemicals and requires the performance of activities that create

safety exposures. Safeguarding the health, safety and overall welfare of our team is core to how we operate and critical to attracting

and retaining the best talent, while also playing a pivotal role in realizing our business and sustainability objectives. We implement our

health and safety requirements through comprehensive safety management systems that include global policies, performance

standards, implementation tools, guidance documents, standardized forms, best practice sharing and operational learning. We seek to

reduce exposures and eliminate life-changing events through engagement, execution of targeted, results-driven activities, and

implementation of systems that promote continuous improvement.

We are subject to a broad range of foreign, federal, state and local laws and regulations relating to occupational health and safety, and

our safety program includes measures required for compliance. We have incurred, and will continue to incur, operating costs and

capital expenditures to meet our health and safety compliance requirements, as well as to continually improve our safety systems. We

believe that future compliance with occupational health and safety laws and regulations will not have a material adverse effect on our

results of operations, financial condition or cash flows.

Certain governmental authorities in locations where we do business have established asbestos standards for the workplace. Although

we do not use asbestos in manufacturing our products, asbestos containing material (“ACM”) is present in some of the facilities we

own or lease. For those facilities where ACM is present and ACM is subject to regulation, we have established procedures for properly

managing it.

      Environmental

Environmental compliance requirements are a significant factor affecting our business. Our manufacturing processes involve the use

of natural resources, such as virgin wood fiber and fresh water, discharges to water, air emissions and waste handling and disposal

activities. These processes are subject to numerous federal, state, local and international environmental laws and regulations, as well as

the requirements of environmental permits and similar authorizations issued by various governmental authorities. We invested

approximately $168 million of capital expenditure during fiscal 2025 on matters relating to environmental compliance.

Available Information

Our website address is www.smurfitwestrock.com, and our investor relations website is https://investors.smurfitwestrock.com. We

promptly make available on our investor relations website, free of charge, the reports that we file or furnish with the SEC, corporate

governance information (including our Code of Conduct and Code of Ethical Conduct for Directors and Senior Financial Officers) and

select press releases. None of the information on our website is incorporated into this Annual Report on Form 10-K or any other

filings the Company makes with the SEC. We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on

Form 8-K, proxy and information statements, and amendments to reports filed or furnished pursuant to Sections 13(a), 14, and 15(d)

of the Exchange Act. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other

information regarding Smurfit Westrock and other issuers that file electronically with the SEC.

From time to time, we have used, and expect to continue using, our website as a means of disclosing material information to the public

in a broad, non-exclusionary manner, including for purposes of the SEC’s Regulation Fair Disclosure. Financial and other material

information regarding the Company is routinely posted on our website and accessible at https://investors.smurfitwestrock.com. In

order to receive notifications regarding new postings to our website, investors are encouraged to enroll on our website to receive

automatic email alerts.

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Information About Our Executive Officers

Our executive officers as of the date of this Annual Report on Form 10-K are as follows:

Anthony Smurfit, 62, serves as the President & Group Chief Executive Officer, a position he held since 2024 and as director of

Smurfit Westrock since 2023. He served as a director of Smurfit Kappa, one of our wholly-owned subsidiaries, and its predecessors

from 1989 and as Group Chief Executive Officer of Smurfit Kappa between 2015 and 2024. Prior to that, he served as Group Chief

Operations Officer of Smurfit Kappa from 2002 until 2015. He was Chief Executive of Smurfit Europe from October 1999 to 2002

prior to which he was Deputy Chief Executive of Smurfit Europe and previously Chief Executive Officer of Smurfit France.

Ken Bowles, 54, serves as the Executive Vice President & Group Chief Financial Officer, a position he held since 2024 and as

director of Smurfit Westrock since 2023. He joined a predecessor of Smurfit Kappa, one of our wholly-owned subsidiaries, in 1994

and occupied a number of finance roles in various parts of Smurfit Kappa and its predecessors. He was appointed Group Chief

Financial Officer and a director of Smurfit Kappa in 2016, prior to which he was the Group Financial Controller between 2010 and

2016. Previously, he served as Smurfit Kappa Group’s Head of Tax from 2007 to 2010, prior to which he was appointed as the

Group’s first Head of Compliance in 2004.

Laurent Sellier, 57, serves as the President & Chief Executive Officer, North America (including Mexico), a position he held since

July 5, 2024. He joined Smurfit Kappa, one of our wholly-owned subsidiaries, in 1994 as an internal auditor, and since then has

worked in several positions across Smurfit Kappa in France, the United Kingdom, Spain and the Netherlands. Mr. Sellier was

appointed Chief Executive Officer of Smurfit Kappa Americas in January 2022. Mr. Sellier was formerly the Chief Operating Officer

of the Smurfit Kappa Europe Paper and Board Division.

Saverio Mayer, 60, serves as the President & Chief Executive Officer, Europe, MEA and APAC, a position he held since July 5,

2024. He joined Smurfit Kappa, one of our wholly-owned subsidiaries, in 1986 and since then has held a number of commercial and

operational roles. Mr. Mayer was appointed Chief Executive Officer, Europe, at Smurfit Kappa in April 2017. Formerly Mr. Mayer

was Head of Pan European Sales in 1996, before taking up the position of Chief Executive Officer of Smurfit Kappa Italy in 2001. In

conjunction with his role in Italy, Mr. Mayer also served as the Chief Executive Officer of Smurfit Kappa Russia from 2007 to 2009,

Chief Executive Officer of Smurfit Kappa Poland from 2007 to 2011 and since 2011 was responsible for the Bag-in-Box (“BIB”)

Division. In September 2015, he was appointed Chief Operations Officer of Corrugated and Converting Europe and was responsible

for the operational, sales, and financial performance of the corrugated plants and BIB Division.

Alvaro Henao, 60, currently serves as the President & Chief Executive Officer, LATAM, a position he held since February 1, 2025.

Prior to this role, Mr. Henao served as the Company’s Senior Vice President of Integration, the role he has held since 2024.

Previously, over the course of 36 years, he held various positions of increased responsibility at Smurfit Kappa, one of our wholly-

owned subsidiaries. Most recently, between 2013 and 2023, he served as Chief Executive Officer, Central Cluster, at Smurfit Kappa.

Ben Garren, 64, serves as the EVP & Group General Counsel, a position he held since July 8, 2024. Prior to his current position, Mr.

Garren worked for The Coca-Cola Company, a multinational beverage corporation, for more than 24 years, during which he held a

number of senior legal roles, including most recently serving as General Counsel, International between 2018 and 2021, overseeing

legal operations for EMEA, LATAM and APAC Groups, and prior to that, he served as General Counsel, North America. Before

joining The Coca-Cola Company, Mr. Garren practiced law in New York as a litigation associate with leading law firms Baker Botts

LLP and Cravath, Swaine & Moore LLP.

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Item 1A. Risk Factors

Investing in our ordinary shares involves uncertainty and risk due to a variety of factors. You should carefully consider the risks

described below, which could have a material adverse effect on our business, financial condition, reputation, results of operations

(including revenues and profitability) and/or ordinary share price, with all of the other information included in this Annual Report on

Form 10-K. The Company may not be able to accurately predict, control or mitigate these risks. Statements in this section are based on

the Company’s beliefs and opinions regarding matters that could materially adversely affect the Company in the future and are not

representations as to whether such matters have or have not occurred previously. The risks and uncertainties described below are not

exhaustive and should not be considered a complete statement of all potential risks or uncertainties that the Company faces or may

face in the future.

Risk Factors Summary

The following summary is intended to enhance the readability and accessibility of our risk factor disclosures. We encourage you to

carefully review the full risk factors discussed below in their entirety for additional information. Some of the factors that could

adversely affect our results of operations, cash flows and financial condition, and the trading price of our ordinary shares, include:

Market and Industry Risks

•As a leading global manufacturing business, we have been, and may be materially adversely affected by economic,

geopolitical and social factors that are beyond our control.

•We may be adversely affected by uncertainty, downturns, actions taken by competitors or other changes in the paper and

packaging industry.

•Our earnings are highly dependent on demand.

•Price fluctuations in, or shortages in the availability of, energy, transportation and raw materials could materially adversely

affect our business.

•We are exposed to significant competition in the paper and packaging industry, which may materially and adversely affect

the price and volume of products sold.

Operating Risks

•We may experience business disruptions that adversely affect our operations.

•We may fail to anticipate trends and develop or integrate new technologies or to protect intellectual property related to our

products and technologies.

•Our capital expenditures may not achieve the desired outcomes or may be completed at a higher cost than anticipated.

•We are exposed to risks related to international sales and operations.

•We could be exposed to currency exchange rate fluctuation risks.

•We may produce faulty or contaminated products due to failures in quality control measures.

•We are subject to cybersecurity risks that could threaten the confidentiality, integrity and availability of data in our systems,

and could result in disruptions to our operations.

•We may be adversely impacted by work stoppages and other labor relations matters.

•We may not be able to attract, motivate and/or retain qualified personnel, including our key personnel.

•We face challenges associated with sustainability matters, including the impact of climate change and its potential impact on

areas such as our operations and raw material availability.

•Failure by us to successfully implement strategic transformation initiatives, including those relating to information

technology infrastructure, or to achieve our mid-range or long-range targets and goals could adversely affect our business and

share price.

•If we are unsuccessful in integrating acquisitions or if disposals result in unexpected costs or liabilities, our business could be

materially and adversely affected.

•We face risks related to the Combination.

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Financial Risks

•Our growth depends on our ability to retain existing customers and attract new customers.

•Our debt could adversely affect our financial health and operating flexibility.

•Adverse credit and financial market events and conditions, as well as credit rating downgrades, could, among other things,

impede access to or increase the cost of financing.

•We have a significant amount of goodwill and other intangible assets and a write-down could materially adversely impact our

operating results.

•We have a number of pension arrangements that are currently in deficit and may require increased funding due to statutory

requirements.

•Our decision or ability to pay dividends in respect of our shares or conduct share repurchases is subject to a number of

factors, and there are no guarantees that the Company will pay dividends or maintain or increase the level of any such

dividends or that the Company will conduct share repurchases.

•Changes in existing financial accounting standards or practices may have a material adverse effect on our business, results of

operations, cash flows and financial condition, and the trading price of our ordinary shares.

Legal and Regulatory Risks

•We are subject to a wide variety of laws, regulations and other requirements that may change or may impose substantial

compliance costs.

•We are subject to a growing number of environmental and climate change laws and regulations that impose compliance

obligations and costs, and failure to comply with these laws may have a material adverse effect on our business.

•Changes to trade policy, including tariff and customs regulations, or failure to comply with such regulations may have an

adverse effect on our reputation, business, financial condition and results of operations.

•We are subject to compliance with competition and antitrust laws and regulations in the jurisdictions in which we operate

and, from time to time, may be subject to investigations or proceedings with respect to allegations of unfair competitive

practices and similar behavior.

•We are subject to a number of laws and regulations relating to privacy, security and data protection, and failure to comply

could lead to fines and/or litigation.

•Failure to comply with applicable occupational health and safety laws and regulations may have a material adverse effect on

our business.

•The Company’s maintenance of two exchange listings may adversely affect liquidity in the market for our shares and result in

pricing differentials of our shares between the two exchanges.

•We are required to comply with the Sarbanes-Oxley Act, and we may continue to incur significant costs and devote

substantial management time towards maintaining and improving our internal controls, which may materially adversely affect

our operating results in the future.

Risks Related to Our Incorporation in Ireland

•We are incorporated in Ireland and Irish law differs from the laws in effect in the U.S. and might afford less protection to our

shareholders.

•Any attempts to acquire the Company will be subject to the Irish Takeover Panel Act 1997, Takeover Rules, 2022 (the “Irish

Takeover Rules”) and subject to the supervisory jurisdiction of the Irish Takeover Panel and the Company’s board of

directors (the “Board”) may be limited by the Irish Takeover Rules in its ability to defend an unsolicited takeover attempt.

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Market and Industry Risks

As a leading global manufacturing business, we have been, and may be in the future, materially adversely affected by factors that

are beyond our control, such as economic and financial market conditions, geopolitical conflicts and other social and political

unrest or change.

Our industry has been, and may be, adversely affected by a number of factors that are beyond our control, including, but not limited

to:

•macroeconomic and business conditions, including deteriorating or volatile macroeconomic conditions and related supply and

demand dynamics, as well as inflation and deflation;

•geopolitical conflicts and other social and political unrest or change;

•sustainability, environmental regulations and trade policies and agreements;

•conditions in the financial markets, including counterparty risk, insurance carrier risk, rising interest rates, rising commodity

prices, and currency exchange rate fluctuations, which may impact price and demand for our products and the costs to finance

and operate our business;

•financial and economic uncertainties in our major international markets;

•government deficit reduction and other austerity measures in specific countries or regions, including protectionist measures

that limit international trade, could have a negative impact on manufacturing and production levels of businesses and

customers in the markets in which we operate; and

•cyber incidents and related threats to the confidentiality, integrity and availability of data in systems.

We are unable to predict the timing or rate at which economic conditions in our markets may change and the impact of such changes.

For example, if the economic climate were to experience a deterioration as a result of geopolitical events (such as an escalation in

existing wars or conflicts or the initiation of additional conflicts or hostilities), trade tensions (including the implementation of tariffs

on U.S. imports by the current U.S. Administration and potential retaliatory tariffs) and/or a pandemic, it could result in an economic

slowdown which, if sustained over any significant length of time, could have a material adverse effect on our business, results of

operations, cash flows and financial condition, and the trading price of our ordinary shares. In addition, changes in trade policies,

including renegotiating, or potentially terminating, existing bilateral or multilateral agreements, as well as the imposition of tariffs,

could impact demand for our products and the costs associated with operating our business, including certain of our capital

investments.

We experienced cost inflation across our business in fiscal 2023, 2024 and 2025, albeit at moderating levels since fiscal 2022.

Persistent inflation results in higher manufacturing and transportation costs, which we may not be able to recover through higher

prices charged to our customers.

Unanticipated events such as global conflicts, public health crises, extraordinary weather events, labor disputes or strikes, and cyber

incidents may cause instability in global financial and foreign exchange markets. This instability could lead to volatility in the value of

our operating and functional currencies and hinder the availability of financing from our current lenders.

Our results of operations, cash flows and financial condition, and the trading price of our ordinary shares could be further adversely

affected, perhaps materially, by any of these matters.

We may be adversely affected by uncertainty, downturns, actions taken by competitors (such as the addition of new capacity) or

other changes in the paper and packaging industry; in addition, the cyclical nature of the paper and packaging industry could

result in overcapacity and depress prices for our products.

We are highly dependent on the market dynamics of the paper and packaging industry. We could therefore be materially adversely

affected by negative developments, uncertainty, downturns and changes in the paper and packaging industry as a whole or in part, as

well as by the addition of new capacity by our competitors. A lack of investor confidence in the paper and packaging industry could

also have an adverse effect on the trading price of our ordinary shares.

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Our operating results are impacted by the paper and packaging industry’s historical cyclical investment pattern. This cyclicality arises,

in part, from the capital intensity of facilities such as paper mills (which generally continue production as long as paper prices are

sufficient to cover their marginal costs), the lead time between the planning and completion of a new mill and the fact that new

additions of containerboard and paperboard capacity tend to be large relative to the overall demand for the product. In addition, there

is the potential to convert certain other paper machines into containerboard machines, which may contribute to overcapacity.

Consequently, the industry has from time-to-time experienced periods of substantial overcapacity and there can be no assurance that

this will not reoccur. For example, we experienced market-related downtime at certain of our mills during the fourth quarter of fiscal

2025.

In the absence of sufficient economic growth to generate increased demand or the closure of facilities (either temporarily or

permanently) to mitigate the effect, new capacity can cause a period of regional overcapacity which may lead to downward pricing

pressure.

These adverse effects could be further exacerbated if producers in other regions (particularly China) experience overcapacity within

their own local and regional markets and seek to increase their levels of exports into those markets within which we operate and do so

at lower pricing levels. The effect of such activity would be to depress prices for our products and could materially adversely affect

our selling prices and profitability.

We believe that the trading price of our ordinary shares has from time to time been adversely affected in part due to the impact of

macroeconomic conditions on pricing and demand and announcements by certain of our competitors of planned additional capacity in

the European and North American containerboard markets in which we participate, as well as the subsequent implementation of

certain of those plans and the impact they will have on future supply and demand dynamics and pricing.

In addition, many of our customer contracts include price adjustment provisions based upon published indices (including those

published by Pulp and Paper Week (“PPW”)) for our products that contribute to the setting of selling prices for some of our products.

Such publications are limited surveys that may not accurately reflect changes in market conditions for our products. Changes in how

these indices are determined or maintained, or other indices are established or maintained, could adversely impact the selling prices for

these products. If published containerboard and paperboard index prices decline in a period, such changes will result in lower prices,

and likely lower profitability, for certain of our products, which could have an adverse effect on our results of operations, cash flows

and financial condition.

Our earnings are highly dependent on demand.

Because our operations generally have high fixed operating costs, and pricing movements can be triggered, at times, by imbalances

between supply and demand, our earnings are highly dependent on demand, which tends to fluctuate due to macroeconomic

conditions, dynamics in the markets we serve, and due to company- and customer-specific issues. For example, through 2024 and

2025, we experienced lower demand due to factors such as, but not limited to, uncertainty caused by challenging geopolitical and

macroeconomic conditions, certain customer inventory rebalancing and shifting consumer spending. These and other fluctuations

when they occur can lead to significant variability in our sales, results of operations and cash flow, making it difficult to predict our

financial results with certainty.

The extent of the impact of public health crises, including a pandemic, or related containment measures and government responses, are

highly uncertain and cannot be predicted, including as it relates to demand and volume for our products and could therefore adversely

affect our operational and financial performance.

Price fluctuations in, or shortages in the availability of, energy, transportation and raw materials could adversely affect our

business.

Our margins are affected by the prices that we are able to charge for our products and the costs of the raw materials we require to

make these products. Our primary raw materials are recovered fiber, particularly old corrugated containers (“OCC”), and wood fiber.

The prices for these raw materials tend to be volatile, and price fluctuations affect our margins.

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OCC and wood fiber are used in the manufacture of our paper-based packaging products and are purchased in increasingly

competitive, price-sensitive markets. OCC prices are based on market prices that have historically exhibited price and demand

cyclicality and significant price volatility over short periods and may do so again in the future. In particular, the price of OCC depends

on a variety of factors over which we have no control, including demand from outside our countries of operation, environmental and

conservation regulations, natural disasters and weather. Despite owning our own recycling depots to independently source some of our

OCC supplies, from a price perspective, OCC prices are linked to official reference prices and are therefore based on market prices.

Historically, these market prices have exhibited significant price volatility.

Prices of wood fiber are also impacted by many of these factors. A decrease in the supply of such raw materials has caused, and any

such decrease in the future can be expected to cause, higher costs. In addition, the increase in demand for products manufactured, in

whole or in part, from OCC has in the past caused an occasional supply or demand imbalance in the market for OCC. It may also

cause a significant increase in the cost of wood fiber used in the manufacture of recycled containerboard and related products. Asian

purchasers have been in the OCC market for a number of years and have become material purchasers in the sector due to significant

ongoing expansion of their recycled containerboard mills capacity. The effect of this has been to create volatility with respect to the

price of OCC. Our raw material costs are likely to continue to fluctuate based upon supply and demand characteristics.

In response to growing pressure from increased environmental awareness and the need to comply with greenhouse gas emission

targets, a number of northern European governments have sought to encourage the use of wood for energy generation purposes

through the use of subsidies. These policies create a new source of demand for wood. This has the effect of increasing the price of

wood fiber and consequently the cost of our raw materials for the production of kraftliner. If this trend continues or grows, this could

lead to further raw material price increases and could have a material adverse effect on our margins.

Many of our customer contracts contain price adjustment clauses either allowing us to pass increased costs on to our customers or

adjust prices based on an index or other mechanism. However, not all of our agreements contain these clauses and these clauses may

not in all cases be effective to fully offset our increased costs. Where we are able to raise prices there is generally a three- to six-month

lag between the time our raw material prices increase and the time we realize increased pricing from our customers.

Certain of the Company’s paper mills are subject to regulation under regulatory programs that mandate reductions in greenhouse gas

emissions, including the EU Emissions Trading Scheme, Quebec’s Regulation respecting a cap-and-trade system for greenhouse gas

emission allowances, and, in the United States, the Washington Climate Commitment Act, whereby covered businesses are issued

emissions allowances based on an annual limit or “cap” on greenhouse gas emissions and are required to have a sufficient number of

allowances to cover their annual greenhouse gas emissions. If a business’ greenhouse gas emissions exceed its available allowances, it

may be required to make capital investments or other expenditures to reduce emissions, or it may be required to buy additional

allowances on the market, at government auctions, or from other program participants. Failure to have a sufficient number of

allowances available may subject a business to penalties. As part of an energy-intensive, trade-exposed sector, the Company’s paper

mills that are subject to existing cap-and-trade regulations are entitled to receive a certain number of greenhouse gas emission

allowances at no cost to ease the energy transition. There is a risk that we will not have enough free allowances to meet our

compliance requirements. If we are required to make investments to reduce our greenhouse gas emissions, such as switching fuels to

lower carbon alternatives, or purchase allowances, these costs may not be recoverable through higher prices for our products and could

negatively affect our operations, financial condition and cash flows. Failure to meet our greenhouse gas obligations could result in

fines, penalties and potential damage to our business reputation. We also face risks that more of the Company facilities could become

subject to cap-and-trade programs or similar greenhouse gas reduction mandates in the future and that these programs or mandates

could significantly increase our energy and other input costs in these jurisdictions. Our production processes are energy intensive. If

energy prices increase in the future, this would increase our production costs, which could consequently have a material adverse effect

on our profitability.

We distribute our products primarily by truck, rail and sea. The reduced availability of trucks, rail cars or cargo ships, including as a

result of labor shortages in the transportation industry, could adversely impact our ability to distribute our products in a timely or cost-

effective manner. Higher transportation costs could make our products less competitive compared to similar or alternative products

offered by competitors.

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The failure to obtain raw materials, energy or transportation services at reasonable market prices (or the failure to pass on price

increases to customers) or a reduction in the availability of raw materials, energy or transportation services due to increased demand,

significant changes in climate or weather conditions or other factors could have a material adverse effect on our business, results of

operations, cash flows and financial condition, and the trading price of our ordinary shares.

We are exposed to significant competition in the paper and packaging industry, and if we are unable to compete effectively, our

results of operations, cash flows and financial condition, and the trading price of our ordinary shares, could be adversely affected.

We operate in a highly competitive and fragmented industry. The paper and packaging industry is characterized by a high level of

price competition, as well as other competitive factors including innovation, design, quality and service. To the extent that any of our

competitors are more successful with respect to any key competitive factor, our business, results of operations, cash flows and

financial condition, and the trading price of our ordinary shares could be materially adversely affected. Pricing pressure could arise

from, among other things, limited demand growth in the market in question, price reductions by competitors, growth in supply from

existing competitors, entry of new competitors into the markets in which we operate, the ability of competitors to capitalize on their

economies of scale and create excess product supply, the ability of competitors to operate or successfully relocate or open production

facilities in countries where production costs are lower than those in which we operate and the introduction by our competitors of new

products, technologies and equipment, including the use of artificial intelligence and machine learning solutions.

Our products also compete, to some extent, with various other packaging materials, including products made of plastics, wood and

various types of metal. Customer shifts away from paper packaging to packaging made from other materials could adversely affect our

results of operations, cash flows and financial condition, and the trading price of our ordinary shares.

Operating Risks

We may experience business disruptions that adversely affect our operations.

We depend on continuous operation of our facilities. The operations at our facilities have in the past and may in the future be

interrupted or impaired by various operating risks, including, but not limited to, risks associated with:

•catastrophic events, such as fires, floods, earthquakes, explosions, natural disasters, severe weather, including hurricanes,

tornadoes and droughts, and pandemics, or other health crises or similar occurrences;

•interruptions in the delivery of raw materials or other manufacturing inputs;

•failure of third-party service providers and/or business partners to fulfill their commitments and responsibilities in a timely

manner and in accordance with agreed upon terms;

•government regulations;

•prolonged power failures;

•unscheduled maintenance outages, including due to equipment breakdowns or failures;

•information system disruptions or failures due to any number of causes, including cyber incidents;

•violations of our permit requirements, revocation of permits, or permit modifications that impose additional or more stringent

obligations;

•releases of pollutants and hazardous substances to the environment;

•disruptions in transportation infrastructure, including roads, bridges, railroad tracks and tunnels;

•shortages of equipment or spare parts; and

•labor disputes, strikes and shortages.

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Business disruptions have impaired, and may in the future impair, our production capabilities and adversely affect our results of

operations, cash flows and financial condition, and the trading price of our ordinary shares. For example, operations at several of our

facilities located in the south and southeastern U.S. have been interrupted in recent years by hurricanes and severe winter weather,

resulting in, among other things, lost mill production. In addition, the impact of any future public health crises, including a pandemic,

or other business disruptions, on our operational and financial performance in future periods will depend on future developments,

which are highly uncertain and cannot be predicted. Our production capabilities may be disrupted if we are unable to secure sufficient

supplies of raw materials or if significant portions of our workforce are unable to work effectively as a result of a business disruption.

We have contingency plans and insurance coverage, subject to applicable deductibles or retentions, policy limits and other conditions,

that we use to seek to mitigate the impact of business disruptions; however, we may not be successful with respect to those mitigation

efforts or any claim regarding insurance coverage and, if we are successful, any amounts paid pursuant to the insurance may not be

sufficient to cover all our costs and expenses.

Smurfit Westrock has 57 paper mills of differing capacities. If operations at any key mills (those which are more complex and/or have

higher capacity) were interrupted for any significant length of time, it could have a material adverse effect on our business, results of

operations, cash flows and financial condition, and the trading price of our ordinary shares.

We may fail to anticipate trends and develop or integrate new technologies that would enable us to offer products that respond to

changing customer preferences or to protect intellectual property related to our products and technologies.

Our success depends, in part, on our ability to offer differentiated solutions, and we must continually develop and introduce new

products and services to keep pace with technological and regulatory developments and changing customer preferences. The services

and products that we offer customers may not meet their needs as their business models evolve. Also, our customers may decide to

decrease their use of our products, use alternative materials for their product packaging or forego the packaging of certain products

entirely. Regulatory developments can also significantly alter the market for our products. For example, a move to electronic

distribution of disclaimers and other paperless regimes could adversely impact our healthcare inserts and labels businesses. Similarly,

certain states and local governments have adopted laws banning single-use paper bags or charging businesses or customers fees to use

paper bags. Certain jurisdictions in which we conduct business have enacted extended producer responsibility legislation that requires

producers to assume financial accountability for the complete lifecycle of products, including associated fees on packaging. These and

similar developments could adversely impact demand for certain of our products.

Customer preferences for products and packaging formats are constantly changing based on, among other factors, lifestyle changes,

buying habits, cost, convenience, and health and sustainability concerns and perceptions. Also, there is an increasing focus among

consumers to ensure that products delivered through e-commerce are packaged efficiently. In addition, customers are increasingly

interested in the carbon footprint of our products, and future packaging developments and trends may drive further substitution. Our

results of operations, cash flows and financial condition, and the trading price of our ordinary shares, could be adversely affected if we

fail to anticipate and address these and other trends, including by developing and offering products that respond to changing customer

preferences, or if there is any significant substitution away from paper-based packaging products.

In addition, creating or adopting new or complementary technologies and subsequently integrating them may be costly and difficult.

We have been involved in trialing new and evolving technology, but doing so may require significant investments of capital, and such

innovations are subject to long lead times and failure. Trialing such technology can take an extended period of time, with little to no

returns in the short or medium terms. We also utilize and intend to expand our use of automation, robotics and machine learning in

many of our products, including consumer-facing features, and we leverage generative artificial intelligence in our business processes.

While we believe the use of these emerging technologies can present significant benefits, they also create risks and challenges. Data

sourcing, technology, integration and process issues, bias in decision-making algorithms, concerns over intellectual property,

reputational implications if use becomes controversial, system security concerns, or the protection of privacy could impair the

adoption and acceptance of autonomous machine solutions. Additionally, if we are unable to match or surpass the advances of

artificial intelligence that our competitors implement for their products or for internal operations, our competitive position could be

impacted. Any such risks could have a material adverse effect on our business, results of operations, cash flows and financial

condition, and the trading price of our ordinary shares.

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Our success also depends, in part, upon our ability to obtain and maintain protection for certain proprietary packaging products and

packaging machine technologies used to produce our products. Failure to protect our existing intellectual property may result in the

loss of valuable legal rights. Our competitors may obtain intellectual property rights that could require us to license those rights or to

modify or cease the use or sale of certain of our technologies or products. Our patents could be invalidated, rendered unenforceable,

circumvented, challenged or licensed to others, and our pending or future patent applications may not be issued with the scope of the

claims we seek, if at all. Further, other companies may develop technologies that are similar or superior to our technologies, duplicate

our technologies or design around our patents, and steps we take to protect our technologies may not prevent misappropriation of those

technologies.

Our capital expenditures may not achieve the desired outcomes or may be completed at a higher cost than anticipated.

We operate in a capital-intensive industry and undertake expansion projects to either support growth in our business or improve the

breadth and quality of our product offerings, including investments in both mill and converting operations. Many of our capital

projects are complex, costly and/or implemented over an extended period of time. Our expenditures for capital projects could be

higher than anticipated, we may experience unanticipated business disruptions or delays in completing the projects and/or we may not

achieve the desired benefits from those projects, including as a result of a deterioration in macroeconomic conditions or in our

business, unavailability of capital equipment or related materials, delays in obtaining permits or other requisite approvals or changes in

laws and regulations. In addition, disputes between us and contractors who are involved with implementing capital projects could lead

to time-consuming and costly litigation. Any of these circumstances could adversely affect our results of operations, cash flows and

financial condition, and the trading price of our ordinary shares.

We are exposed to risks related to international sales and operations.

We operate in many different countries. As of December 31, 2025, we had operations in 40 countries. As a result, we have previously

been and remain vulnerable to risks in these countries, including:

•the imposition of tariffs, quotas, import duties or other market barriers, (including the implementation of tariffs on U.S.

imports by the current U.S. Administration and potential retaliatory tariffs), such as restrictions on repatriating cash from

foreign countries;

•responding to disruptions in existing trade agreements or increased trade tensions between countries or political and

economic unions;

•the difficulties of, and costs of complying with, a wide variety of complex and changing laws, treaties and regulations;

•increased difficulty in the collection of accounts receivable, including longer collection periods;

•inconsistent regulations and unexpected changes in legislation or regulatory requirements and increased difficulty and

expense in hiring and dismissing employees;

•the imposition of quotas relating to the composition of the employee base or the local sourcing of raw materials or other

similar quotas;

•political, economic and social unrest or instability (such as downturns or changes in economic activity due to, among other

things, regional conflicts or commodity inflation), as well as disruptions and government intervention in national economies

and social structures, including the threat of terrorism;

•geopolitical conflict;

•work stoppages, transport interruptions and difficulties in managing international operations;

•government limitations on foreign ownership or takeovers, expropriation of private sector assets or mandated price controls;

•transfer pricing and adverse tax policies; and

•adverse currency fluctuations.

We are subject to taxation in the jurisdictions where we operate. We have several ongoing audit examinations and disputes that

generally cover multiple years with various tax authorities. We base our tax returns on our interpretation of tax laws and regulations in

effect; however, governing tax bodies have in the past and may in the future disagree with certain of our tax positions, which could

result in a higher tax liability. See “Note 21. Commitments and Contingencies” of the Notes to the Consolidated Financial Statements

for discussion of an ongoing tax liability matter in Brazil.

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The occurrence of any of the foregoing could have a material adverse effect on our earnings as a result of the related delays or

increased costs in the production and delivery of products and services or otherwise disrupt the demand for our products. Any of these

circumstances could adversely affect our results of operations, cash flows and financial condition, and the trading price of our ordinary

shares.

We could be exposed to currency exchange rate fluctuation risks.

We have operations in a number of countries. As such, currency movements can have a number of direct and indirect impacts on our

financial statements. Direct impacts include the translation of international operations’ local currency financial statements into U.S.

dollars and the remeasurement impact associated with non-functional currency financial assets and liabilities. Indirect impacts include

the change in competitiveness of imports into, and exports out of, the United States (and the impact on local currency pricing of

products that are traded internationally).

In addition, the relative strength or weakness of the U.S. dollar is important for the industry in which we operate because U.S.

containerboard and paperboard prices tend to influence the world market. A weak U.S. dollar over a sustained period has the potential

to result in lower imports into the United States of goods shipped in corrugated containers and, as a result, lower demand for our

containers from LATAM and Europe. A weak U.S. dollar could also result in additional competition in our European and Latin

American markets from other U.S. manufacturers that have an incentive to export more products due to increased demand for

relatively lower priced U.S. goods. Conversely, our U.S. operations could face additional competition from non-U.S. manufacturers if

a strong U.S. dollar was sustained over a long period. A strong U.S. dollar could also have the potential to reduce exports from the

United States of goods shipped in corrugated containers and, as a result, lower demand for our containers from the U.S.

We may produce faulty or contaminated products due to failures in quality control measures and systems, which could negatively

impact our business and share price.

We may fail to produce products that meet applicable safety and quality standards, which could result in adverse effects on consumer

health, litigation exposure, loss of market share and adverse reputational and financial impacts, among other potential consequences,

and we may incur substantial costs in taking appropriate corrective action (up to and including recalling products from end consumers

and reimbursing customers and/or end consumers for losses that they suffer as a result of these failures). Our failure to meet these

standards could lead to regulatory investigations, enforcement actions and/or prosecutions, and could result in adverse publicity, which

may damage our reputation. Any of these outcomes could have a material adverse effect on our business, results of operations, cash

flows and financial condition, and the trading of our ordinary shares.

We provide representations in certain of our contracts that our products are produced in accordance with customer specifications. If

the product contained in packaging manufactured by us is faulty or contaminated, the manufacturer of the product may allege that the

packaging we provided caused the fault or contamination, even if the packaging complies with contractual specifications. If our

packaging fails to meet contract specifications, we could face liability from our customers and third parties for bodily injury or other

damages. These liabilities could adversely affect our business, results of operations, cash flows and financial condition, and the trading

price of our ordinary shares.

We are subject to cybersecurity risks that could threaten the confidentiality, integrity and availability of data in our systems, and

could result in disruptions to our operations and adversely affect our operations, cash flows and financial condition.

Cybersecurity incidents could compromise our information technology or data and expose us to liability, which would cause our

business and reputation to suffer. We rely on various technologies, some of which are managed by third parties, to process, transmit

and store electronic information. In the ordinary course of our business, we collect and store sensitive data, including intellectual

property, our proprietary business information and that of our customers, suppliers and business partners, and personally identifiable

information of our customers and employees, in our information technology. We also collect and store limited, non-sensitive customer

personally identifiable information. The secure processing, maintenance and transmission of this information is critical to our

operations. The current cyber threat environment presents enhanced risk for all companies, including those in our industry. The rapid

evolution and increased availability of artificial intelligence may intensify cybersecurity risks by making targeted attacks more

convincing and cybersecurity incidents more difficult to detect, contain, and mitigate.

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Despite our security measures, our information technology, and that of our third-party providers and business partners, is subject to

recurring attempts by threat actors to access information, manipulate data or disrupt operations. Information technology that we, third-

party providers and business partners use may be vulnerable to cyber-attacks or outages by common hackers, criminal groups, nation-

state organizations or social activist organizations (whose efforts may increase as a result of geopolitical events and political and social

unrest or instability around the world) due to insider threat, malfeasance or other disruptions, such as cyber-attacks, power outages,

telecommunication or utility failures, systems failures, service provider failures, natural disasters or other catastrophic events. The

significant increase in remote working and the continued expansion of the integrated supply chain increase the risks of cyber incidents

and the improper dissemination of personal or confidential information. Any such breach could compromise our information

technology and the information stored there could be accessed, publicly disclosed, lost or stolen, potentially resulting in legal claims or

proceedings and regulatory penalties. In addition, any such outage could disrupt or temporarily halt our operations resulting in reduced

productivity, staff downtime, and increased insurance premiums, as well as additional costs for attempting to recover lost information,

equipment or data, and could damage our reputation, which could have a material adverse effect on our business, results of operations,

cash flows and financial condition, and the trading price of our ordinary shares.

We may also face challenges and risks during integration of acquired businesses and operations, as we and the acquired businesses and

operations may face increased targeted attempts during this busy period. While we maintain plans and processes to prevent or mitigate

the impact of these events, these events could nonetheless result in disruptions and damage. In addition, as a result of the foregoing,

we could experience adverse publicity, loss of sales, the cost of remedial measures, including substantial legal fees, and significant

expenditures to reimburse third parties for damages, each of which could adversely impact our results of operations. Any insurance we

maintain against the risk of this type of loss may not be sufficient to cover actual losses, may not apply to the circumstances relating to

any particular loss, or may become materially more costly over time. As a result, any or all of the above events could adversely affect

our operations, cash flows and financial condition, and the trading price of our ordinary shares.

We may be adversely impacted by work stoppages and other labor relations matters.

There are different labor unions represented across our sites and a majority of our employees are covered by a collective labor

agreement as a result of either local or national negotiations in the countries concerned. Labor disputes or other problems, such as

work stoppages, or failure to successfully renegotiate the terms of any of the collective labor agreements, could lead to a substantial

interruption to our business.

In addition, our business relies on vendors, suppliers and other third parties that have union employees. Any of the matters described

above, including work stoppages or other labor relations matters affecting us or these vendors, suppliers and other third parties, as well

as future developments in relation to our business or otherwise that adversely affect relations between us and our employees, could

adversely affect our results of operations, cash flows and financial condition, and the trading price of our ordinary shares.

We operate in a challenging market for talent and may not be able to attract, motivate and/or retain qualified personnel, including

our key personnel.

Our success depends on our ability to attract, motivate and retain employees with the skills necessary to understand and adapt to the

continuously developing needs of our customers. The increasing demand for qualified personnel makes it more difficult for us to

attract, motivate and retain employees with requisite skill sets, particularly employees with specialized technical and trade experience.

Changing demographics and labor work force trends also may result in a loss of knowledge and skills as more tenured and

experienced workers retire. If we are unable to attract, motivate and retain qualified personnel, or if we experience excessive turnover,

including among hourly workers, we may experience declining sales, manufacturing delays or other inefficiencies, increased

recruiting, training and relocation costs and other difficulties, and our results of operations, cash flows and financial condition, and the

trading price of our ordinary shares may be adversely impacted.

The market for both hourly workers and professional workers continued to be challenging in fiscal 2025, particularly in the U.S. The

labor environment for hourly workers remains competitive with continued instances of labor unrest, even as broader manufacturing

employment trends moderated from prior peaks. In certain locations where we operate, the demand for labor continues to exceed the

supply of labor, resulting in higher costs. Despite our focused efforts to attract, motivate and retain employees, we continue to focus

on the stabilization of attrition rates within our workforce. We also incurred higher operating costs at certain of our facilities in the

form of higher levels of overtime pay due to shift requirements and staffing challenges.

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In addition, many professional workers desire a fully remote work setting. We offer flexible working arrangements in the majority of

instances; however, we may experience higher levels of attrition within our professional workforce if these workers desire more

remote work opportunities than we are able to offer. We may also experience higher levels of attrition if employees do not perceive

the purpose and impact of their work to be rewarding or their work-life balance to be satisfactory.

We also rely on key executive and management personnel to manage our business efficiently and effectively. The loss of these

employees, combined with a challenging market for attracting and retaining employees, could adversely affect our results of

operations, cash flows and financial condition, and the trading price of our ordinary shares may also be adversely impacted.

We face challenges associated with sustainability matters, including the impact of climate change and its potential impact on areas

such as our operations and raw material availability, which could have a significant impact on our reputation, business, results of

operations, cash flows and financial condition, and the trading price of our ordinary shares.

We have identified multiple ways in which climate change could impact our business operations, including through extreme weather

events. Our physical assets and infrastructure, including our manufacturing operations, are subject to risks from volatile and damaging

weather events. For example, severe weather, such as hurricanes, tornadoes, other extreme storms, wildfires, and floods, have resulted

in and/or could in future periods result in lost production and/or physical damage to our facilities. Unpredictable weather patterns or

extended periods of severe weather may also result in supply chain disruptions and increased material costs. In addition, one of our

key raw materials is virgin wood fiber, the availability of which is dependent on access to and the maintenance of healthy forests,

which could be impacted by adverse weather conditions, including drought, flooding and local restrictions on water usage. Moreover,

the ability to harvest the virgin wood fiber used in our manufacturing operations may be limited, and prices for this raw material may

fluctuate, during prolonged periods of heavy rain or drought or during tree disease or insect epidemics or other environmental

conditions that may be caused by variations in climate conditions. Other climate-related business risks that we face include risks

related to the transition to a lower-carbon economy, such as increased prices for certain fuels, including natural gas; the introduction of

a carbon tax or government mandates to reduce greenhouse gas emissions; and more stringent and/or complex environmental and

other legal requirements. To the extent that severe weather or other climate-related risks materialize, and we are unprepared for them,

we may incur unexpected costs, which could adversely affect our results of operations, cash flows and financial condition, and the

trading price of our ordinary shares.

The paper manufacturing industry in which we operate is energy intensive, and government initiatives, such as the European Union

Green Deal, the European Union’s initiative to reach net zero emissions of greenhouse gases by 2050, could increase government

regulation of greenhouse gas emissions, putting further limits on our paper manufacturing operations. In addition, if efforts aimed at

transitioning to a lower carbon economy result in a transition towards the use of materials that are more suitable for reusable

packaging, demand for paper packaging may decline, while demand for alternative packaging types may increase, which could

adversely affect our results of operations, cash flows and financial condition, and the trading price of our ordinary shares.

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Increased focus and activism related to sustainability matters may hinder our access to capital, as investors may reconsider their capital

investment as a result of their assessment of our sustainability practices. Customers, investors, regulators and other stakeholders are

focused on sustainability issues, including those with respect to climate change, circular economy, packaging waste, sustainable

supply chain practices, deforestation, biodiversity, land, energy and water use, diversity, equity, inclusion and belonging and other

human capital matters. This focus may result in more prescriptive reporting requirements with respect to these topics, an increased

expectation that such topics will be voluntarily disclosed by companies such as ours, and increased pressure to make commitments, set

or revise targets and take action to meet them. Concern over climate change or the use and composition of packaging materials may

also result in new or increased legal and regulatory requirements to reduce or mitigate impacts to the environment. These demands,

regulatory requirements, and related perceptions and preferences could cause us to incur additional costs or to make changes to our

operations to comply with such, demands, requirements and customer preferences, and a delay in our response (or the failure to

respond effectively) may lead to material adverse effects on our business, results of operations, cash flows and financial condition, and

the trading price of our ordinary shares. See also “We are subject to a growing number of environmental laws and regulations, and the

cost of compliance or the failure to comply with, and any liabilities under, current and future laws and regulations may negatively

affect our business.” Further, there can be no assurance that environmental activist groups and similar organizations will not mount

campaigns against us. On the other hand, our sustainability efforts may not be favored by certain stakeholders, whose priorities and

expectations may not align or may be opposed to one another and/or those of the Company, and there can be no assurance that our

sustainability efforts will be perceived positively, including the perception that they are not sufficiently robust, or conversely, too

costly, or not otherwise in the best interests of the Company and our shareholders, and, as a result, our investor, customer and other

stakeholder relationships could be damaged or this could lead to public scrutiny or reputational damage, which could adversely impact

our reputation, business and results of operations.

Both legacy Smurfit Kappa and WestRock previously established and publicly disclosed sustainability targets which are important to

many stakeholders, including certain investors and customers. New targets for Smurfit Westrock are expected to be published in the

second quarter of 2026 in the 2025 sustainability report. We expect to report performance relative to any such targets on an annual

basis. Failure to meet any such targets could result in negative publicity and reputational damage and could have a material adverse

effect on our business, reputation, results of operations, cash flows and financial condition, and the trading price of our ordinary

shares. If any such targets or commitments are not achieved on their projected timelines or at all, or if they are perceived negatively,

including the perception that they are not sufficiently robust or, conversely, are too costly, this would impact our reputation as well as

our relationships with investors, customers and other stakeholders. Moreover, any failure to act responsibly with respect to

sustainability issues or to effectively respond to new, or changes in, legal or regulatory requirements concerning environmental or

other sustainability matters, or increased operating or manufacturing costs due to increased regulation could have a material adverse

effect on our business, reputation, operating results, financial condition and the trading price of our ordinary shares. In addition, we

may also be adversely impacted as a result of conduct by contractors, customers or suppliers that fail to meet our or our stakeholders’

sustainability standards.

Any of these risks could adversely affect our results of operations, cash flows and financial condition, and the trading price of our

ordinary shares.

Failure by us to successfully implement strategic transformation initiatives, including those relating to information technology

infrastructure, or to achieve our mid-range or long-range targets and goals could adversely affect our business and share price.

Smurfit Kappa and WestRock have throughout the years undertaken various projects relating to information technology infrastructure.

As part of integration initiatives, the Company is reviewing and evaluating its various business systems and the system strategies and

alternatives for Smurfit Westrock. The implementation of changes in business systems could represent a significant financial

undertaking and may require substantial time and attention of management and key employees. We may not be able to successfully

implement these initiatives without delays or may experience unanticipated business disruptions and/or we may not achieve the

desired benefits from such changes. Project completion dates may also change. Any of these items, along with any failure to

effectively manage data governance risks during implementation of these initiatives, could adversely affect our results of operations,

cash flows and financial condition, and the trading price of our ordinary shares.

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We continue to implement and have in the past developed and endeavored to implement a number of operating plans designed to

enhance our business. For example, during February 2026, we announced our medium-term plan (“Medium-Term Plan”) targeting an

accelerated path to growth. The anticipated benefits described in the Medium-Term Plan are based on assumptions that may prove to

be inaccurate, and a variety of factors could cause us to fail to realize some or all of the expected benefits and targets outlined in the

plan. If, for any reason, the benefits we realize, or our actual results, are less than our goals or targets, or the implementation of related

growth initiatives, strategies (including our capital allocation strategy) and/or plans adversely affect our operations or cost more or

take longer to effectuate than we expect, or if our assumptions prove inaccurate, our results of operations, cash flows and financial

condition, and share price may be materially adversely affected.

If we are unsuccessful in integrating acquisitions or if disposals result in unexpected costs or liabilities, our business could be

materially and adversely affected.

We have completed a number of mergers, acquisitions, investments and divestitures in the past, including the Combination, and we

may seek to acquire, invest in, sell or enter into transactions with additional companies in the future. See also “We face risks related to

the Combination”.

We may not be able to identify suitable targets or purchasers or successfully complete suitable transactions in the future, and future

completed transactions may not be successful.

These transactions create risks, including, but not limited to, risks associated with:

•disrupting our ongoing business, including greater than expected costs and management time and effort involved in

identifying and completing the transactions and integrating acquisitions;

•integrating acquired businesses and personnel into our business, including integrating personnel, information technology

systems and operations across different cultures and languages, and addressing the operational risks associated with these

integration activities as well as the economic, political and regulatory risks associated with specific countries;

•working with partners or other ownership structures with shared decision-making authority;

•obtaining and verifying relevant information regarding a business prior to the consummation of the transaction, including the

identification and assessment of liabilities, claims or other circumstances that could result in litigation or regulatory risk

exposure;

•obtaining required regulatory approvals and/or financing on favorable terms;

•retaining key employees, contractual relationships or customers;

•the potential impairment of assets and goodwill;

•the additional operating losses and expenses of businesses we acquire or in which we invest;

•incurring substantial indebtedness to finance an acquisition or investment;

•incurring unexpected costs or liabilities in the context of a disposal; and

•implementing controls, procedures and policies in acquired companies.

These transactions may not be successful and may adversely affect our results of operations, cash flows and financial condition, and

the trading price of our ordinary shares. Among the benefits we expect from potential, as well as completed, acquisitions and joint

ventures are synergies, cost savings, growth opportunities or access to new markets (or a combination thereof), and in the case of

divestitures, the realization of proceeds from the sale of businesses and assets to purchasers that place higher strategic value on these

businesses and assets than we do. For acquisitions, our success in realizing these benefits and the timing of realizing them depend on

the successful integration of the acquired businesses and operations with our business and operations. Even if we integrate these

businesses and operations successfully, we may not realize the full benefits we expected within the anticipated time frame, or at all,

and the benefits may be offset by unanticipated costs or delays.

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We face risks related to the Combination.

We closed the Combination between Smurfit Kappa and WestRock on July 5, 2024. Following the Combination, we targeted annual

pre-tax run-rate synergies of $400 million by the end of 2025, which we achieved, owing to integration benefits, procurement leverage

and administrative and overhead rationalization. Furthermore, as we implement commercial practices and improve our operating

efficiency through the Combination, we expect to deliver further improvements in our results. However, these further improvements

are not certain, and may not be realized fully or at all, may take longer to realize or the costs of achieving the benefits and run-rate

synergies may be more than expected. Any such risks may result in our operating costs being greater than anticipated and may reduce

the net benefits of the Combination.

For instance, we have already incurred significant costs and expect to incur additional costs in connection with integrating the

operations of legacy Smurfit Kappa and legacy WestRock. Furthermore, there can be no assurance that we will continue to

successfully integrate the two businesses. It is possible that the integration process could result in the loss of key Smurfit Kappa or

WestRock employees, the loss of customers, the disruption of either or both companies’ ongoing businesses, unexpected integration

issues, higher than expected integration costs or an overall integration process that takes longer than originally anticipated. We may

face challenges in the continued integration of the operations of Smurfit Kappa and WestRock, including without limitation:

•ongoing combination of the companies’ operations and corporate functions;

•further integrating and unifying the offerings and services available to customers;

•further identifying and eliminating redundant and underperforming functions and assets;

•reaching the potential from cross-selling corrugated and consumer-packaging products;

•further harmonizing the companies’ operating practices, internal controls and other policies, procedures and processes;

•maintaining existing agreements with customers and suppliers and avoiding delays in entering into new agreements with

prospective customers and suppliers; and

•further coordinating distribution and marketing efforts across geographically dispersed organizations;

The integration may also result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be

realized on a timely basis. As such, any of the above factors may impair our ability to realize the anticipated benefits of the

Combination and could adversely affect our results of operations, cash flows and financial condition, and the trading price of our

ordinary shares. We may not realize all of the benefits of the Combination or such benefits may take longer than anticipated or may be

lower than estimated.

Financial Risks

Our continued growth depends on our ability to retain existing customers and attract new customers.

The future growth of our business depends on our ability to retain existing customers, attract new customers as well as securing

increased purchase volumes from such existing customers and new customers. There is no assurance that customers will continue to

use our services or that we will be able to continue to attract new volumes at the same rate as we have in the past.

A customer’s use of our services may decrease for a variety of reasons, including a decrease in the customer’s own sales and volumes,

the customer’s level of satisfaction with our products and services, the expansion of business to offer new products and services, the

effectiveness of our support services, the pricing of our products and services, the pricing, range and quality of competing products or

services, the effects of global economic conditions, regulatory limitations, trust, perception and interest in the paper and packaging

industry and in our products and services. Furthermore, the complexity and costs associated with switching to a competitor may not be

significant enough to prevent a customer from switching packaging providers.

Failure by us to retain existing customers, attract new customers, and increase revenue from both new and existing customers could

have a material adverse effect on our business, results of operations, cash flows and financial condition, and the trading price of our

ordinary shares. The effort to retain customers and attract new customers may require price concessions, financial expenditures,

commitments of resources, developments of processes, and other investments and innovations.

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A number of the industries in which our customers operate have experienced consolidation in the past and may continue to do so in the

future. Such consolidation may affect our relations with our customers. In the past, when one of our customers has combined with

another, we have on occasion lost business and there can be no assurance that this will not occur again in the future. Additionally, the

ability of customers to exert pricing pressure on all suppliers, including us, has increased as their industries have consolidated and the

customers have become larger. However, our level of customer concentration may increase in the future. Such consolidation could

have a material adverse impact on our business, results of operations, cash flows and financial condition, and the trading price of our

ordinary shares.

Our debt could adversely affect our financial health and operating flexibility.

As of December 31, 2025, our total debt was $13.8 billion. Our levels of debt could restrict our operating and financial flexibility,

including:

•requiring us to dedicate a large portion of our cash flow from operations to service debt and fund repayments on our debt,

thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate

purposes;

•increasing our vulnerability to general adverse economic, industry or competitive conditions;

•limiting our flexibility in planning for, or reacting to, changes in our business or the industry in which we operate;

•impede access to or increase the cost of additional debt or equity capital in the future;

•restricting us from making strategic acquisitions or exploiting business opportunities; and

•placing us at a competitive disadvantage compared to our competitors that have less debt.

Any of these outcomes may adversely affect our results of operations, cash flows and financial condition, and the trading price of our

ordinary shares. To the extent that we incur additional debt or such other obligations, the risk associated with our debt described above

may increase.

In addition, a portion of our debt bears interest at variable rates that are linked to changing market interest rates. Our exposure to rising

interest rates subjects us to increased debt service obligations, both with respect to existing floating rate indebtedness and the

incurrence of additional fixed or floating indebtedness during periods where such rates are in effect. Although we may hedge a portion

of our exposure to variable interest rates by entering into interest rate swaps from time to time, we cannot provide assurances that we

will do so in the future. An increase in market interest rates would increase our interest expense on our variable rate debt obligations,

which may exacerbate the risks associated with our capital structure and adversely affect our results of operations, cash flows and

financial condition, and the trading price of our ordinary shares. Restrictions imposed by certain of our existing and future indentures

and credit facilities limit or may limit our ability to take certain actions.

Adverse credit and financial market events and conditions, as well as credit rating downgrades, could, among other things, impede

access to or increase the cost of financing, which could have a material adverse impact on our business, results of operations, cash

flows and financial condition, and the trading price of our ordinary shares.

We rely on access to the credit and capital markets to finance our operations and refinance existing indebtedness. Any limitations on

our access to the credit and capital markets on satisfactory terms, or at all, could limit our liquidity, financial flexibility or cash flows

and affect our ability to execute our strategic plans, which could have a material adverse effect on our business, results of operations,

financial condition and the trading price of our ordinary shares.

Our access to the credit and capital markets is subject to a number of variables, including our results of operations, margins and

activity levels, the conditions of the global credit and capital markets, market perceptions of our creditworthiness and the ability and

willingness of lenders and investors to provide capital. In recent years, global financial markets have experienced disruptions and

general economic conditions have been volatile. During periods of financial market volatility, our access to the credit and capital

markets could be impaired, which could adversely affect our results of operations, cash flows and financial condition, and the trading

price of our ordinary shares.

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In addition, the costs and availability of financing from the credit and capital markets depends on our credit ratings. Any rating,

outlook or watch assigned to such debt securities could be lowered or withdrawn entirely by a rating agency if, in that rating agency’s

judgment, current or future circumstances change relating to the basis of the rating, outlook or watch, such as adverse changes to the

Company’s business. Any failure to maintain investment grade credit ratings could adversely affect our future cost of funding,

liquidity or access to capital markets, which could adversely affect our results of operations, cash flows and financial condition, and

the trading price of our ordinary shares.

We have a significant amount of goodwill and other intangible assets and a write-down could materially adversely impact our

operating results.

As of December 31, 2025, we had goodwill and other intangible assets of $8.3 billion. In accordance with GAAP, we do not amortize

goodwill but rather test it annually and as otherwise required for impairment and any such impairments cannot be reversed. Similarly,

we review our other intangible assets for impairment when circumstances indicate that the carrying value may not be recoverable. The

impairment analysis requires us to analyze a number of factors and make estimates that require significant judgment. In the event that

general trading conditions and prospects deteriorate or factors underlying assumed discount rates, such as assumed long-term interest

rates, change, the determined recoverable amount of certain other intangible assets and goodwill may fall below carrying value. We

have recorded impairments in previous years. Additional impairments may occur in the future, which could adversely affect our results

of operations, cash flows and financial condition, and the trading price of our ordinary shares.

We have a number of pension arrangements that are currently in deficit and may require increased funding due to statutory

requirements.

We operate a number of pension and other long-term benefit plans throughout the world, devised in accordance with local conditions

and practice. Currently, a significant but declining proportion of our employees are members of defined benefit pension arrangements,

most of which are now closed to new entrants and future benefit accrual. The deficit of these employee benefit plans was $30 million

as of December 31, 2025.

An increase in the value of the liabilities or decrease in the value of pension plan assets may negatively affect our balance sheet and

distributable reserves, any of which could have a material adverse effect on our business, results of operations, financial condition and

the trading price of our ordinary shares. The liabilities will mainly be affected by increases in life expectancy and by changes in long-

term yields, which are used to discount the liabilities to present value. The assets will be affected by increases in long-term yields,

which will reduce the value of bond investments, and by movements in equity markets. These factors create a considerable degree of

volatility in the measurement of any pension scheme’s deficit or surplus.

There is a risk that equity and bond markets will deteriorate if the global economic climate worsens, which could negatively affect the

funded status of our post-employment defined benefit arrangements. In addition, volatility in our net balance sheet liabilities resulting

from the relative change in the value of assets and liabilities may be further enhanced by investment strategies resulting in exposure to

various classes of assets.

Existing and potential changes in statutory minimum requirements may also affect the amount and timing of funding to be paid by us.

Most funding requirements consider yields on assets such as government bonds or interbank interest rate swap curves, depending on

the basis. Although recent statutory easements in the pace of funding on these bases and increases in bond/swap yields have provided

some contribution relief to us, we may nonetheless have to pay additional contributions to meet potentially onerous statutory minimum

funding requirements in the future, which could have a material adverse effect on our business, results of operations, financial

condition and the trading price of our ordinary shares.

Our decision or ability to pay dividends in respect of our shares or conduct share repurchases 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 at the discretion of the Company’s Board, and there are no

guarantees that the Company will pay dividends or will maintain or increase the level of any such dividends or that the Company

will conduct share repurchases.

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Any determination to pay dividends to our shareholders is at the discretion of the Company’s Board and will be dependent on then-

existing conditions, including, but not limited to, our results of operations, capital investment priorities, the market price of our shares

and access to capital markets, legal requirements, industry practice, the distribution of earnings to the Company by its subsidiaries, the

financial condition, limitations under Irish law and other factors the Company deems relevant. While Smurfit Westrock has

historically paid dividends, including progressive dividends there can be no assurance that our shareholders will receive or be entitled

to dividends that are equivalent to the historical dividends, and there is no assurance as to the timing or level of future dividend

payments, if any, because these depend on, among other considerations, future earnings, capital requirements and financial condition,

legal requirements, covenant compliance, restrictions in our existing and any future debt agreements and other factors that our Board

deems relevant.

In addition, from time to time our Board may authorize share repurchase programs. The amount and timing of share repurchases are

subject to capital availability and our determination that share repurchases are in the best interest of our shareholders and are in

compliance with all respective laws and our applicable agreements. Our ability to repurchase shares will be subject to applicable

Board approval and authorization and management discretion and will depend upon, among other factors, our cash balances and

potential future requirements for strategic transactions, our results of operations, our financial condition, price and economic and

market conditions and other factors beyond our control that we may deem relevant. We can provide no assurance that we will

repurchase shares at favorable prices, if at all. We are not obligated to make any purchases and may discontinue any program at any

time.

We cannot guarantee that any share repurchase program or dividend program will be continuously active or fully consummated since

it can be discontinued, suspended or delayed at any time, or will enhance long-term shareholder value, and share repurchases or

dividends could increase the volatility of our stock prices and could diminish our cash reserves.

Changes in existing financial accounting standards or practices may have a material adverse effect on our business, results of

operations, cash flows and financial condition, and the trading price of our ordinary shares.

Changes in existing accounting rules or practices, new accounting pronouncements or rules or varying interpretations of current

accounting pronouncements could have a material adverse effect on our business, results of operations, cash flows financial condition,

and the trading price of our ordinary shares, or the manner in which we conduct our business. Further, such changes could potentially

affect our reporting of transactions completed before such changes are effective.

GAAP is subject to interpretation by the Financial Accounting Standards Board, the SEC and various bodies formed to promulgate

and interpret appropriate accounting principles. A change in these principles or interpretations could have a material adverse effect on

our business, results of operations, cash flows and financial condition, and the trading price of our ordinary shares, and could affect the

reporting of transactions completed before the announcement of a change.

Legal and Regulatory Risks

We are subject to a wide variety of laws, regulations and other requirements that may change or may impose substantial

compliance costs, and non-compliance with such laws and regulations may negatively affect our business.

We are subject to a wide variety of regional, national, state, provincial, and local laws, regulations and other requirements, including

those relating to the environment, product safety, competition, corruption, sanctions, occupational health and safety, labor and

employment, data privacy, artificial intelligence, tax and health care. These laws, regulations and other requirements may change or be

applied or interpreted in ways that will require us to modify our equipment and/or operations, subject us to enforcement risk, expose

us to reputational harm or require us to incur additional costs, including substantial compliance costs, which may adversely affect our

results of operations, cash flows and financial condition, and the trading price of our ordinary shares.

We operate in multiple countries, and each of these countries may have bribery and anti-corruption laws and regulations, including the

U.S. Foreign Corrupt Practices Act, the Sapin II Law in France, the Bribery Act in the United Kingdom and the Criminal Justice

(Corruption Offences) Act 2018 in Ireland, some of which are potentially extra-territorial in scope. Our internal control policies and

procedures, or those of our vendors, may not adequately protect us from reckless or criminal acts committed or alleged to have been

committed by our employees, agents or vendors. Any such non-compliance with bribery and anti-corruption legislation could lead to

civil or criminal, monetary and non-monetary penalties and/or could damage reputations.

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The tax laws of Ireland and other jurisdictions in which we operate could change in the future, including through the enactment of

additional laws, the revision of existing laws, and/or developments in case law, regulations and policy changes. Any such changes

could cause a material change in our effective tax rate.

Uncertainty in the legal and regulatory regime relating to artificial intelligence may require significant resources to modify and

maintain business practices to comply with international laws and regulations, the nature of which cannot be determined at this time.

Several jurisdictions, including Europe, the U.S. federal government, and certain U.S. states, have already proposed or enacted laws,

regulations, and other requirements governing artificial intelligence. Other jurisdictions may decide to adopt similar or more restrictive

requirements. These requirements may make it harder for us to conduct our business using artificial intelligence, lead to regulatory

fines or penalties, require us to change our business practices, or require us to limit artificial intelligence usage, which may lead to

inefficiencies or competitive disadvantages.

We are subject to regulation by trade sanctions and related legislation, which have become an increasingly prevalent instrument of

foreign policy in recent years. Sanctions lists are generated by a wide variety of government agencies in countries where we do

business, and the individuals, entities and products on these lists are being modified with increasing frequency in recent years. Due to

our scale and footprint, we must monitor existing sanctions closely and exercise caution to avoid trading with any sanctioned country,

individual or organization. The penalties for non-compliance with sanctions regimes are severe; offenses for breach of sanctions

regimes can be both civil and criminal in nature. We could therefore be adversely affected by sanctions if we fail to closely monitor

compliance with sanctions regimes, which could adversely affect our results of operations, cash flows and financial condition, and the

trading price of our ordinary shares.

Furthermore, following the Combination, we are required to comply with securities laws and other laws and regulations applicable in

the U.S., the U.K. and Ireland, which resulted in considerable legal and financial compliance costs.

Ongoing and future compliance with existing and new laws and requirements has the potential to disrupt and/or burden our business

operations and may require significant expenditures, and our existing reserves for specific matters may not be adequate to cover future

costs. In particular, our manufacturing operations consume significant amounts of energy, and we may in the future incur additional or

increased capital, operating and other expenditures from changes due to new or increased climate-related and other environmental

requirements. We could also incur substantial liabilities, including fines or sanctions, enforcement actions, natural resource damages

claims, cleanup and closure costs, and third-party claims for property damage and personal injury under environmental and other laws.

Finally, the cost of compliance or the failure to comply with such laws and regulations could adversely affect our results of operations,

cash flows and financial condition, and the trading price of our ordinary shares.

We are subject to a growing number of environmental laws and regulations, and the cost of compliance or the failure to comply

with, and any liabilities under, current and future laws and regulations may negatively affect our business.

Environmental compliance requirements are a significant factor affecting our business. Our manufacturing processes involve the use

of natural resources, such as virgin wood fiber and fresh water, discharges to water, air emissions and waste handling and disposal

activities. These processes are subject to numerous international, national, regional, provincial, state and local environmental laws and

regulations, as well as the requirements of environmental permits and similar authorizations issued by various government authorities.

Complex and lengthy processes may be required to obtain and renew approvals, permits, and licenses for new, existing or modified

facilities. Additionally, the use and handling of various chemicals or hazardous materials require release prevention plans and

emergency protocols. We have incurred, and expect that we will continue to incur, significant capital, operating and other expenditures

complying with applicable environmental laws and regulations. Changes in environmental laws, as well as litigation relating to these

laws, could result in more stringent or additional environmental compliance obligations for the Company that may require additional

capital investments or increase our operating costs.

We are involved in various administrative and other proceedings relating to environmental matters that arise in the normal course of

business, and we may become involved in similar matters in the future. Although the ultimate outcome of these proceedings cannot be

predicted and we cannot at this time estimate any reasonably possible losses based on available information, we do not believe that the

currently expected outcome of any environmental proceedings and claims that are pending or threatened against us will have a

material adverse effect on our results of operations, financial condition or cash flows.

39

We also may incur significant expenditures in connection with the required remediation of environmental conditions at both currently

owned and formerly owned facilities, as well as in connection with various sites owned or operated by third parties. While we believe

that we can assert claims for indemnification of remediation expenses pursuant to rights we have under certain agreements in respect

of certain remediation sites and we have insurance coverage, subject to applicable deductibles or retentions, policy limits and other

conditions, for certain environmental matters, we may not be successful with respect to any claim regarding these insurance or

indemnification rights and, if we are successful, any amounts paid pursuant to the insurance or indemnification rights may not be

sufficient to cover all our costs and expenses. We also cannot predict whether we will be required to perform remediation projects at

other locations, and it is possible that our remediation requirements and costs could increase materially in the future and exceed

current reserves. In addition, we cannot currently determine the impact that future changes in cleanup standards or environmental

laws, regulations or enforcement practices will have on our results of operations, financial condition or cash flows. Any of these

circumstances could adversely affect our results of operations, cash flows and financial condition, and the trading price of our ordinary

shares.

Changes to trade policy, including tariff and customs regulations, or failure to comply with such regulations may have an adverse

effect on our reputation, business, financial condition and results of operations.

Changes or proposed changes in U.S. or other countries’ trade policies may result in restrictions and economic disincentives on

international trade. Tariffs, economic sanctions and other changes in U.S. trade policy have in the past and could in the future trigger

retaliatory actions by affected countries, and certain foreign governments have instituted or are considering imposing retaliatory

measures on certain U.S. goods. Further, any emerging protectionist or nationalist trends (whether regulatory or consumer-driven)

either in the U.S. or in other countries could affect the trade environment. We, like many other multinational corporations, conduct a

significant amount of business that would be impacted by changes to the trade policies of the U.S. and other countries (including

governmental action related to tariffs, international trade agreements, or economic sanctions). Such changes have the potential to

adversely impact the U.S. economy or certain sectors thereof or the economy of another country in which we conduct operations, our

industry and the global demand for our products, and as a result, could have a material adverse effect on our business, financial

condition and results of operations.

We are subject to compliance with antitrust and similar legislation in the jurisdictions in which we operate.

We are subject to legislation in many of the jurisdictions in which we operate relating to unfair competitive practices and similar

behavior. From time to time, we have been subject to allegations of such practices and regulatory investigations or proceedings with

respect thereto. For example, on July 29, 2025, we were named among the defendants in a class action lawsuit filed in the U.S. District

Court for the Northern District of Illinois alleging violations of U.S. antitrust laws. Such allegations, investigations or proceedings

(irrespective of merit) may require, and have required, us to devote significant management resources to defending ourselves. In the

event that such allegations are proven, we may be subject to fines, damages awards and other expenses, and our reputation may be

harmed, which could have a material adverse effect on our business, results of operations, cash flows and financial condition, and the

trading price of our ordinary shares.

For additional information, see “Note 21. Commitments and Contingencies” of the Notes to Consolidated Financial Statements.

We are subject to a number of laws and regulations relating to privacy, security and data protection, and failure to comply with

such laws and regulations could adversely affect our business and our financial condition or lead to fines and/or litigation.

We are subject to a number of laws and regulations relating to privacy, security and data protection, including the General Data

Protection Regulation (EU 2016/679) (“GDPR”) and new and evolving privacy laws in the United States, Europe, Latin America, and

elsewhere. These laws and regulations have created individual privacy rights, imposed increased obligations on companies handling

personal data, and increased potential exposure to fines and penalties as a result of breaches of such privacy, security or data

protection laws. Additionally, new laws or regulations governing privacy, security, artificial intelligence and data protection may be

introduced which apply to us in any of the jurisdictions in which we operate. The nature and extent of any such new and/or amended

laws or regulations, and the impact they may have on us, cannot be predicted.

40

We rely on third-party service providers and our own employees and systems to collect and process personal data and to maintain our

databases, and as a result, we are exposed to the risk that such data could be wrongfully appropriated, lost or disclosed, or damaged or

processed in breach of such privacy, security or data protection laws. These events could result in disruptions and damage, or the

misappropriation of sensitive data, and depending on their nature and scope, could lead to the compromise of confidential information,

improper use of our systems and networks, manipulation and destruction of data, defective products, production downtimes,

operational disruptions and exposure to liability. Such disruptions or misappropriations and the resulting repercussions, including

reputational damage and legal claims or proceedings, may have a material adverse effect on our business, results of operations, cash

flows and financial condition, and the trading price of our ordinary shares. See also “We are subject to cybersecurity risks that could

threaten the confidentiality, integrity and availability of data in our systems, and could result in disruptions to our operations and

adversely affect our operations, cash flows and financial condition.”

While we endeavor to comply with all applicable laws and regulations relating to privacy, security, artificial intelligence and data

protection, it is possible that such requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to

another or may conflict with other laws or our practices. That concern is particularly relevant for the GDPR, as different EU member

state regulators may differ as to their interpretation of the GDPR and the approach they may take to breaches, enforcement, complaints

or the exercise of rights to access personal data by individuals. Any perceived or actual failure by us to protect confidential data,

personal data, any material non-compliance with privacy, security or data protection laws or regulations or any general IT system

failure may harm our reputation and credibility, adversely affect our revenues, reduce our ability to attract or retain customers, result

in litigation or other actions being brought against us and the imposition of significant fines and, as a result, could have a material

adverse effect on our business, results of operations, cash flows and financial condition, and the trading price of our ordinary shares.

Failure to comply with applicable occupational health and safety laws and regulations or maintain good health and safety and

employee well-being practices in our facilities may have a material adverse effect on our business.

We are subject to a broad range of laws and regulations relating to occupational health and safety, and our safety program includes

measures required for compliance. We have incurred, and will continue to incur, operating costs and capital expenditures to meet our

health and safety obligations, as well as to continually improve our safety systems.

In addition, our business involves the use of heavy equipment, machinery and chemicals and requires the performance of activities that

create safety exposures, including the performance of relatively difficult and specialized tasks. Safeguarding the health, safety and

overall well-being of our colleagues is a top concern, critical to attracting and retaining the best talent, and plays a pivotal role in

realizing our business and sustainability objectives. We implement our health and safety requirements through a safety management

system that includes best practice sharing and operational learning. We seek to reduce exposures and eliminate serious injuries and

fatalities through engagement, execution of targeted risk reduction measures, and implementation of systems that promote continuous

improvement. Despite such efforts, a serious incident affecting the health and safety of any of our employees could occur and disrupt

our operations. There is also a risk of significant fines and penalties or litigation if a health and safety incident occurs. Furthermore,

disruption of operations caused by a major incident could have a material adverse effect on our customer relationships, business,

results of operations, financial condition and the trading price of our ordinary shares. Additionally, portions of our operations are in

areas, including those with ongoing political or geopolitical uncertainty, which could pose security risks to our employees or

operations. See also “As a leading global manufacturing business, we have been, and may be in the future, adversely affected by

factors that are beyond our control, such as economic and financial market conditions, geopolitical conflicts and other social and

political unrest or change” and “We are exposed to risks related to international sales and operations.”

The Company’s maintenance of two exchange listings may adversely affect liquidity in the market for our shares and result in

pricing differentials of our shares between the two exchanges.

Given trading in our shares on the NYSE and the London Stock Exchange (“LSE”) takes place in different currencies (U.S. dollars on

the NYSE and pounds sterling on the LSE) and at different times (resulting from different time zones, different trading hours and

different trading days for the NYSE and the LSE), the trading prices of our shares on these two exchanges may at times differ due to

these and other factors. Any decrease in the price of our ordinary shares on the NYSE could cause a decrease in the trading price of

our ordinary shares on the LSE and vice versa.

41

We are required to comply with the Sarbanes-Oxley Act, and we may continue to incur significant costs and devote substantial

management time towards maintaining and improving our internal controls, which may materially adversely affect our operating

results in the future.

In addition to complying with securities laws and other laws and regulations applicable in the U.S., the U.K. and Ireland, we are

required to comply with the internal control, evaluation and certification requirements of Section 404 of the Sarbanes-Oxley Act of

2002 (the “Sarbanes-Oxley Act”), of which we have incurred and expect to continue to incur considerable legal and financial

compliance costs. Our management is responsible for establishing, maintaining and reporting on the Company’s internal controls over

financial reporting and disclosure controls and procedures to comply with applicable requirements, including the reporting

requirements of the Sarbanes-Oxley Act. These internal controls must be designed by management to achieve the objective of

providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external

purposes and in accordance with GAAP. We are continuing to improve and refine our disclosure controls and procedures and internal

control over financial reporting to achieve this. Pursuant to Section 404(a) of the Sarbanes-Oxley Act, we are required to furnish a

report by management on the effectiveness of our internal control over financial reporting. Material weaknesses in our internal control

over financial reporting may be discovered in the future. If we are not able to comply with the requirements of Section 404, or if we or

our accounting firm further identifies deficiencies in our internal control over financial reporting that are deemed to be material

weaknesses, the market price of our ordinary shares could decline and we could be subject to lawsuits, sanctions or investigations by

regulatory authorities, which would require additional financial and management resources.

Risks Related to Our Incorporation in Ireland

We are incorporated in Ireland and Irish law differs from the laws in effect in the U.S. and might afford less protection to our

shareholders.

As an Irish company, we are governed by the Irish Companies Act. The Irish Companies Act differs in some significant, and possibly

material, respects from laws applicable to U.S. corporations and shareholders under various state corporation laws, including the

provisions relating to interested directors, mergers and acquisitions, takeovers, shareholder lawsuits and indemnification of directors.

Irish law differs from the laws in effect in the U.S., and our shareholders could have more difficulty protecting their interests than

shareholders of a corporation incorporated in a jurisdiction of the U.S. The U.S. currently does not have a treaty with Ireland providing

for the reciprocal recognition and enforcement of judgments in civil and commercial matters. As such, there is some uncertainty as to

whether the courts of Ireland would recognize or enforce judgments of U.S. courts obtained against us or our directors or officers

based on U.S. federal or state civil liability laws, including the civil liability provisions of the U.S. federal or state securities laws, or

hear actions against us or those persons based on those laws.

Under Irish law, the duties of directors and officers of a company are generally owed to the company only. Shareholders of Irish

companies do not generally have rights to take action against directors or officers of the company under Irish law and may only do so

in limited circumstances. Directors of an Irish company must, in exercising their powers and performing their duties, act with due care

and skill, honesty and in good faith with a view to the best interests of the company. Directors have a duty not to put themselves in a

position in which their duties to the company and their personal interests might conflict and also are under a duty to disclose any

personal interest in any contract or arrangement with the company or any of its subsidiaries. If a director or officer of an Irish company

is found to have breached his or her duties to that company, he or she could be held personally liable to the company in respect of that

breach of duty.

In addition, under Irish law, we must have authority from our shareholders to issue any shares, including shares that are part of the

Company’s authorized but unissued share capital. In addition, unless otherwise authorized by its shareholders, when an Irish company

issues shares for cash to new shareholders, it is required first to offer those shares on the same or more favorable terms to existing

shareholders on a pro-rata basis. If we are unable to obtain these authorizations from our shareholders or are otherwise limited by the

terms of our authorizations, our ability to issue shares under our equity compensation plans and, if applicable, to facilitate funding

acquisitions or otherwise raise capital could be adversely affected.

42

Any attempts to acquire the Company will be subject to the Irish Takeover Rules and subject to the supervisory jurisdiction of the

Irish Takeover Panel and the Board may be limited by the Irish Takeover Rules in its ability to defend an unsolicited takeover

attempt.

The Company is subject to the Irish Takeover Rules, which regulate the conduct of takeovers of, and certain other relevant

transactions affecting, Irish public limited companies listed on certain stock exchanges, including the NYSE and the LSE. The Irish

Takeover Rules are administered by the Irish Takeover Panel, which has supervisory jurisdiction over such transactions. Among other

matters, the Irish Takeover Rules operate to ensure that no offer is frustrated or unfairly prejudiced and, in situations involving

multiple bidders, that there is a level playing field.

The Company is subject to the Irish Takeover Rules, under which we are not permitted to take certain actions that might “frustrate” an

offer for our ordinary shares once we receive an offer, or have reason to believe an offer is or may be imminent, without the approval

of more than 50% of our shareholders entitled to vote at a general meeting of the Company’s shareholders or the consent of the Irish

Takeover Panel. This may limit the ability of the Company’s Board to take defensive actions even if it believes that such defensive

actions would be in the Company’s best interests or the best interests of our shareholders.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Risk Management and Strategy

We face various cybersecurity risks, including, but not limited to, risks related to unauthorized access, misuse, data theft, computer

viruses, system disruptions, ransomware, malicious software and other forms of intrusions. We utilize a multilayered, proactive

approach to identify, evaluate, mitigate and prevent potential cyber and information security threats through our cybersecurity risk

management program. Our cybersecurity risk management program is integrated into our broader Enterprise Risk Management

(“ERM”) program, which is designed to identify, assess, prioritize and mitigate risks across the organization to enhance our resilience

and support the achievement of our strategic objectives. This integrated approach helps safeguard that cybersecurity risks are not

viewed in isolation, but are assessed, prioritized and managed in alignment with the Company’s operational, financial and strategic

risks, assisting the Company in more effectively managing interdependencies among risks and enhancing risk mitigation strategies.

There are also processes, policies, procedures, operations, technologies and systems in place within our cybersecurity risk

management program that pertain to legacy companies as a result of our Combination. Though these remain to be fully integrated as

part of the Combination, such integration will be a major focus over the year. Cybersecurity risk measures or governance described

herein apply to our whole Company, unless otherwise specified.

We devote resources to protecting the security of our computer systems, software, networks, data, and other technology assets. The

Company follows cybersecurity control frameworks based on industry standards. We also employ systems and processes designed to

oversee, identify, and reduce the potential impact of a security incident originating from a third-party vendor, service provider or

customer. We have cybersecurity architecture practices in place to promote robust architecture design in our technology and to foster a

standardized security landscape. We have security operations teams that provide 24/7 monitoring of our IT environment for any

indications of compromise and incident response processes to react as necessary. In addition to our internal cybersecurity capabilities,

we also regularly engage other third-party specialists to assist with independent reviews of our security posture. For instance, external

penetration testing is completed on an annual basis by specialist third-parties. As part of our overall risk mitigation strategy, the

Company also maintains cyber insurance coverage; however, such insurance may not be sufficient in type or amount to cover us

against claims related to security breaches, cybersecurity incidents and other related breaches.

We deliver cybersecurity courses and awareness training on information security to our employees with access to Company email or

devices at least annually. Additional cybersecurity trainings are made available for all employees throughout the year, including

phishing, social engineering and other cybersecurity training as well as targeted training for specific roles based on responsibilities and

risk level.

43

The Company has cybersecurity teams and incident response processes focusing on industry standard incident response stages, such as

investigation, containment, mitigation, and recovery. These processes provide a standardized approach when responding to

cybersecurity threats or security incidents and include procedures for communication with senior management and key stakeholders,

as appropriate. Our incident response processes align with the standards of the National Institute of Standards and Technology. In the

event of an incident, the cybersecurity team assesses, among other factors, supply chain disruption, data and personal information loss,

business operations disruption, and projected cost and potential for reputational harm, with participation from senior management,

technical staff, and legal support, as appropriate. As part of the annual cybersecurity awareness training program, employees are

informed of their responsibilities to report an incident to the cybersecurity team, supporting awareness of the importance of incident

response across the Company's workforce.

In order to oversee and identify risks from cybersecurity threats associated with the Company’s business partners, as well as our use of

third-party service providers, we maintain various processes and procedures to evaluate and/or monitor cybersecurity threats

associated with third parties. We have information technology disaster recovery plans in place which are regularly tested.

Additionally, we have business continuity processes in place. Cybersecurity threats are constantly expanding and evolving, becoming

increasingly sophisticated and complex, increasing the difficulty of detecting and defending against them and maintaining effective

security measures and protocols. Due to evolving cybersecurity threats, it has and will continue to be difficult to prevent, detect,

mitigate, and remediate cybersecurity incidents, and the Company has been and continues to be the target of cybersecurity incidents

and network disruptions. During the periods covered by this report, we believe that the risks posed by such cybersecurity threats have

not materially affected the Company and its business strategy, results of operations and financial condition, and as of the date of this

report, the Company is not aware of any material risks from cybersecurity threats that are reasonably likely to do so, however, we

cannot eliminate all risks from cybersecurity threats or provide assurances that the Company will not be materially affected by such

risks in the future. For further information, see Item 1A. “Risk Factors — We are subject to cybersecurity risks that could threaten the

confidentiality, integrity and availability of data in our systems, and could result in disruptions to our operations and adversely affect

our operations, cash flows and financial condition.”

Governance

As part of our Board’s role in overseeing the Company’s cybersecurity risks, the Board devotes time and attention to cybersecurity

and data privacy-related risks, with the Audit Committee of the Board (the “Audit Committee”) being primarily responsible for

overseeing information technology risk exposures, including cybersecurity, data privacy and data security. The Audit Committee

regularly reviews the measures implemented by the Company to identify and mitigate risks from cybersecurity threats. As part of such

reviews, the Audit Committee receives reports and presentations from members of our team responsible for overseeing the Company’s

cybersecurity risk management, including our Chief Information Officer (“CIO”), our Chief Information Security Officer (“CISO”),

and our legal team, which may address a wide range of topics including recent developments, evolving standards, vulnerability

assessments, third-party and independent reviews, the threat environment, technological trends and information security considerations

arising with respect to the Company’s peers and third parties. The Chair of the Audit Committee and the CFO regularly brief the full

Board on these matters. We have procedures by which certain cybersecurity incidents are escalated within the Company.

Cybersecurity incidents that meet specified criteria for financial, operational, or otherwise relevant impact are escalated for further

review to our Cyber Disclosure Committee, comprised of senior leaders and subject matter experts representing functional areas such

as information security and legal. The Cyber Disclosure Committee will, where appropriate, report certain cybersecurity incidents to

the Board in a timely manner.

Our CIO has 30 years of experience in information security and cybersecurity areas. Our CISO, who reports into our CIO, has

extensive knowledge and skills gained from over two decades of work experience at the Company and leads the teams responsible for

implementing, monitoring and maintaining cybersecurity and data protection practices across the Company. The CISO is supported by

a team with expertise in technical architecture and security operations; governance, risk and compliance; data protection; behavioral

change; and cyber incident response, many of whom hold cybersecurity certifications and possess deep technical knowledge and

experience.

The CISO receives reports on cybersecurity threats from internal cybersecurity sources and industry partners on an ongoing basis and

regularly review risk management measures implemented by the Company to identify and mitigate data protection and cybersecurity

risks. Our cybersecurity team works closely with the legal department to oversee compliance with regulatory and contractual security

requirements.

44

Item 2. Properties

We operate locations in North America, including the majority of U.S. states, South America, Europe, Asia, Africa and Australia. We

own our principal Group head office in Dublin, Ireland.

Our corporate offices, significant regional offices and operating facilities (including our mills) as of December 31, 2025 are

summarized below:

	Number of Facilities
Segment	Owned	Leased	Total
North America	157	151	308
Europe, MEA and APAC	246	51	297
LATAM	54	9	63
Corporate and significant regional offices	1	5	6
Total (1)	458	216	674

(1) Excludes facilities we are in the process of closing.

The tables that follow show our estimated annual production capacity in thousands of tons by mill at December 31, 2025. The capacity

reflects our current expectations, including assumptions such as product mix and basis weight. Our mill system production levels and

operating rates may vary from year to year due to changes in market and other factors, including weather-related events. We own all of

our mills. We believe that our existing production capacity is adequate to serve existing demand for our products and consider our

plants and equipment to be in good condition. At December 31, 2025, we also have approximately 308,000 acres of forests and

plantations, the majority of which are owned in Latin America in Colombia and Brazil.

45

North America segment mills - annual production capacity in thousands of tons

Location of Mill	Containerboard	Paperboard	Kraft Paper	Pulp	Total
Mahrt, AL		1,031			1,031
Longview, WA	624		351		975
Fernandina Beach, FL	928				928
West Point, VA	922				922
Stevenson, AL	864				864
Covington, VA		793			793
Hodge, LA	790				790
Solvay, NY	770				770
Florence, SC	733				733
Seminole, FL	620				620
Evadale, TX	55	531			586
Dublin, GA	279		305		584
Roanoke Rapids, NC	322		196		518
Demopolis, AL		374		100	474
La Tuque, Quebec	341	127			468
Hopewell, VA	466				466
Monterrey, MX	402				402
Cerro Gordo, MX	259	88			347
Guadalajara, MX	160	110			270
San Pablo, MX	243				243
Cowpens, SC	234				234
Los Reyes, MX	158				158
Battle Creek, MI		150			150
Dallas, TX		127			127
Missisquoi, VT		99			99
Stroudsburg, PA		72			72
San Luis Potosi, MX	71				71
Total North America	9,241	3,502	852	100	13,695

46

Europe, MEA and APAC segment mills - annual production capacity in thousands of tons

Location of Mill	Containerboard	Paperboard	Kraft Paper	Graphic Paper	Total
Piteå, SWE	794				794
Roermond, NETH	717				717
Parenco, NETH	441			248	689
Facture, FRA	634				634
Zulpich, GER	573				573
Hoya, GER	474	88			562
Verzuolo, ITA	551				551
Nettingsdorf, AUS	507				507
Wrexen, GER	259	88			347
Herzberg, GER		287			287
Saillat, FRA	281				281
Mengibar, SPA	265				265
Townsend Hook, U.K.	259				259
Ania, ITA	254				254
SSK, U.K.	220				220
Nervion, SPA			176		176
Morai, IND	165				165
Belgrade, SER	132				132
Navarra, SPA			94		94
Morava, CZK	83				83
Rethel, FRA	72				72
Total Europe, MEA and APAC	6,681	463	270	248	7,662

LATAM segment mills - annual production capacity in thousands of tons

Location of Mill	Containerboard	Paperboard	Kraft Paper	Total
Tres Barras, BRA	650			650
Cali, COL	129	70	121	320
Pirapetinga, BRA	143			143
Barbosa, COL	127			127
Bernal, ARG	77			77
Barranquilla, COL	77			77
Uberaba, BRA	72			72
Coronel Suarez, ARG	57			57
Bento, BRA	55			55
Total LATAM	1,387	70	121	1,578

Item 3. Legal Proceedings

The information called for by this item is incorporated herein by reference to Note 21. Commitments and Contingencies in the

accompanying Consolidated Financial Statements.

Item 4. Mine Safety Disclosures

Not applicable.

47

PART II

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,

2024. 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 February 20, 2026, there were 4,955 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

On February 3, 2026, the Company announced that its Board approved a quarterly dividend of $0.4523 per share on its ordinary shares

representing a $1.81 annualized dividend, or an increase of 5% from the prior dividend. The quarterly dividend is expected to be paid

on March 18, 2026 to shareholders of record at the close of business on February 17, 2026. In fiscal 2025, 2024 and 2023 the

Company paid dividends totaling $1.72, $1.89 and $1.50 per share, respectively.

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 residing 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. 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.”

48

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, 2025. The graph is indexed at $100 on July 8, 2024 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.

*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.

Item 6. [Reserved]

49

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF

OPERATIONS OF SMURFIT WESTROCK

The following discussion and analysis of Smurfit Westrock’s financial condition and results of operations should be read in

conjunction with Smurfit Westrock’s audited Consolidated Financial Statements and their related notes for the year ended

December 31, 2025 and our audited Consolidated Financial Statements and their related notes for the year ended December 31,

2024. This discussion contains forward-looking statements that involve risks and uncertainties. Smurfit Westrock’s future results could

differ materially from the results discussed below. Factors that could cause or contribute to such differences include, but are not

limited to, those identified below and those discussed in the Item 1A. Risk Factors. Please refer to the section above entitled

“Cautionary Note Regarding Forward-Looking Statements" for additional information.

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 were also considered to be the historical financial statements of the

Company. Unless otherwise specified or the context otherwise requires, all references to the “Company” and “Smurfit Kappa” refer

to Smurfit Kappa Group plc and its subsidiaries and their operations when referring to periods prior to the closing of the

Combination, and references to the “Company” and “Smurfit Westrock” refer to the combined company, Smurfit Westrock and its

subsidiaries, including, among others, Smurfit Kappa and WestRock, when referring to periods after the Combination.

OVERVIEW

Smurfit Westrock is one of the world's largest integrated manufacturers of paper-based packaging products in terms of volumes and

sales, with operations in North America, South America, Europe, Asia, Africa, and Australia. Smurfit Westrock partners with its

customers to provide differentiated, sustainable paper and packaging solutions that enhance its customers’ prospects of success in their

markets.

Transaction Agreement and Combination with WestRock

Smurfit Westrock was created in July 2024 as a strategic combination between Smurfit Kappa Group plc (re-registered as Smurfit

Kappa Group Limited) (“Smurfit Kappa”) and WestRock Company (“WestRock”). The Combination closed on July 5, 2024. Upon

completion of the Combination, Smurfit Kappa and WestRock each became wholly-owned subsidiaries of Smurfit Westrock. As noted

above, Smurfit Kappa was determined to be the accounting acquirer of WestRock. Accordingly, the financial statements reflected in

these Consolidated Financial Statements and the discussions below include WestRock's financial position and results of operations for

the period subsequent to the completion of the Combination on July 5, 2024. Consequently, the results reported for the twelve months

ended December 31, 2024 do not include WestRock’s financial results for the first five days of July or any prior periods. Therefore, in

fiscal 2025 acquired WestRock operations were included for an incremental six months and five days compared to fiscal 2024.

Refer to “Note 2. Acquisitions” of the Consolidated Financial Statements for additional information related to the Combination and

the accounting for the Combination.

Following the completion of the Combination, Smurfit Westrock reassessed the Company’s reportable segments due to changes in

organizational structure and how the Company’s chief operating decision maker (“CODM”) makes key operating decisions, allocates

resources and assesses the performance of the business. Accordingly, Smurfit Westrock began to manage the combined business as

three reportable segments: (1) North America, (2) Europe, MEA and APAC, and (3) LATAM. Refer to “Note 3. Segment

Information” of the Consolidated Financial Statements for further discussion of the Company’s segment reporting structure.

A detailed discussion of the fiscal 2025 year-over-year changes can be found below and a detailed discussion of fiscal 2024 year-over-

year changes can be found in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in

our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

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EXECUTIVE SUMMARY

Smurfit Westrock’s net sales increased by $10,070 million, to $31,179 million in the year ended December 31, 2025, from

$21,109 million in the year ended December 31, 2024. This increase was primarily due to the impact of $9,845 million related to the

acquisition of WestRock. Excluding the impact of this acquisition, net sales increased by $225 million primarily resulting from a

$487 million positive impact due to a higher selling price mix and a $452 million net positive foreign currency impact, partially offset

by a negative volume impact of $716 million. See “Segment Information” below for more detail on Smurfit Westrock’s segment

results.

Net income attributable to common shareholders increased by $380 million, to $699 million in the year ended December 31, 2025,

from $319 million in the year ended December 31, 2024. The increase was primarily due to the operations acquired in the

Combination. In the year ended December 31, 2025, the positive impact of the acquired operations was partially offset by increased

interest expense, net, post Combination, and we incurred increased impairment and restructuring costs. In the year ended

December 31, 2024, we incurred higher transaction and integration-related expenses associated with the Combination and a charge of

$224 million for the amortization of the fair value step up on inventory recognized on WestRock’s inventory acquired. See “Note 5.

Impairment and Restructuring Costs” and “Note 6. Transaction and Integration-related Expenses Associated with the Combination” of

the Consolidated Financial Statements for additional information. Refer to “Results of Operations” and “Segment Information” for a

detailed review of Smurfit Westrock’s performance.

Net cash provided by operating activities increased by $1,909 million, to $3,392 million in the year ended December 31, 2025, from

$1,483 million in the year ended December 31, 2024, primarily due to a $1,489 million increase in net income adjusted for non-cash

items, primarily including depreciation, depletion and amortization, impairment charges, cash surrender value increase in excess of

premiums paid, share-based compensation expense, deferred income tax benefit, and pension and other postretirement funding more

than cost. The increase in net cash provided by operating activities also included a $420 million decrease in the cash outflows from

changes in operating assets and liabilities. During the year ended December 31, 2025, Smurfit Westrock invested $2,192 million in

capital expenditures. The Company’s net cash outflow from changes in debt was $304 million, and it paid $900 million of cash

dividends to shareholders. See the section entitled “Liquidity and Capital Resources” below for additional information.

SIGNIFICANT FACTORS AND TRENDS AFFECTING SMURFIT WESTROCK’S RESULTS

Smurfit Westrock’s operations have been, and will continue to be, affected by many factors, some of which are beyond the Company’s

control. Smurfit Westrock’s net sales are primarily derived from the sale of containerboard, corrugated containers, paperboard,

consumer packaging, and other paper-based packaging products. As such, Smurfit Westrock’s net sales during any period are largely

influenced by volumes, prices and costs of the corrugated containers and consumer packaging products that Smurfit Westrock sells

during that period.

Volumes

In general, demand for corrugated containers and consumer packaging is closely correlated with overall economic growth and activity.

It also directionally correlates with levels of industrial production and is impacted by the trends affecting the choice of medium (paper,

plastic, glass, metal, or wood) used in the packaging of these products. As a result, demand is driven by the need for: (i) packaging

products for consumer and industrial goods, (ii) higher value-added corrugated products used for point-of-sale displays and consumer

and shelf-ready packaging, and (iii) packaging of pharmaceutical products and the growth of related industries. Normal patterns of

demand growth can be disrupted by other macroeconomic trends, including inflation, pandemics (such as the COVID-19 pandemic

and related lockdowns), and global economic factors such as a recession and geopolitical developments (including tariffs or other

trade restrictions), among others.

Consumer patterns also play a significant role in demand for corrugated packaging and consumer packaging. In recent years, shifting

consumer behaviors have accelerated, particularly with the rise of e-commerce and increased awareness of unsustainable packaging

solutions. These trends have, to date, been beneficial for paper-based packaging, which is typically made from renewable, recyclable

materials. Changing demographics can also influence demand trends in the pharmaceutical industry, a major user of consumer

packaging.

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Our volumes may also be impacted in certain periods by scheduled or unscheduled maintenance, particularly in our mill system, as

well as economic downtime as we match our supply with customer demand.

Prices and Costs

Prices of corrugated containers and consumer packaging are primarily a function of the cyclical nature of Smurfit Westrock’s industry,

capacity and competition in the markets it operates in, prevailing raw material prices, and other operating costs, such as energy,

chemicals, and transportation, overlaying supply and demand balances.

As paper costs generally represent a large portion of the cash cost of production for corrugated containers or consumer packaging,

containerboard price movements tend to impact the prices of corrugated containers, and paperboard price movements tend to impact

the prices of consumer packaging. In turn, the cost of paper is influenced by movements in the price of its major raw materials—wood

or recycled paper—along with other supply and demand factors. Smurfit Westrock’s production processes are energy-intensive,

making production costs also sensitive to the price of energy (primarily gas and electricity), which have historically been volatile.

Other key cost drivers include employee benefit expenses, largely determined by workforce size, and shipping and handling costs,

which are generally affected by fuel prices and overall labor inflation.

While many of Smurfit Westrock’s customer contracts include price adjustment clauses that allow cost increases to be passed on to

customers, these clauses may not in all cases be effective to offset rising costs. Additionally, for corrugated and consumer packaging

products, even when Smurfit Westrock is able to implement price increases, there is typically a three- to six-month lag between raw

material price hikes and the realization of higher pricing from customers.

Foreign Currency Effects

Smurfit Westrock operates in multiple countries across North America, South America, Europe, Asia, Africa, and Australia. As a

result, currency fluctuations can have both direct and indirect impacts on its financial statements, which are presented in U.S. dollars.

RESULTS OF OPERATIONS

The following table summarizes Smurfit Westrock’s consolidated results for the years ended December 31, 2025 and December 31,

2024 ($ in millions):

	Years ended December 31,
	2025	2024
Net sales	$31,179	$21,109
Cost of goods sold	(25,136)	(16,914)
Gross profit	6,043	4,195
Selling, general and administrative expenses	(3,819)	(2,737)
Impairment and restructuring costs	(385)	(56)
Transaction and integration-related expenses associated with the Combination	(120)	(395)
Operating profit	1,719	1,007
Interest expense, net	(729)	(398)
Pension and other postretirement non-service income (expense), net	30	(24)
Other expense, net	(61)	(25)
Income before income taxes	959	560
Income tax expense	(260)	(241)
Net income	699	319
Net income attributable to noncontrolling interests	—	—
Net income attributable to common shareholders	$699	$319

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Results of operations for the year ended December 31, 2025, compared to the year ended December 31, 2024

Net Sales

Net sales increased by $10,070 million, to $31,179 million in the year ended December 31, 2025, from $21,109 million in the year

ended December 31, 2024. This increase was primarily due to the impact of $9,845 million related to the acquisition of WestRock.

Excluding the impact of this acquisition, net sales increased by $225 million primarily resulting from a $487 million positive impact

due to a higher selling price mix and a $452 million net positive foreign currency impact, partially offset by a negative volume impact

of $716 million. See “Segment Information” below for more detail on Smurfit Westrock’s segment results.

Cost of Goods Sold

Cost of goods sold increased by $8,222 million, to $25,136 million in the year ended December 31, 2025, from $16,914 million in the

year ended December 31, 2024. The increase in cost of goods sold was primarily due to the impact of the acquisition of WestRock of

$8,240 million. Excluding the impact of this acquisition for the incremental period consolidated in the current year, cost of goods sold

decreased by $18 million. The decrease was primarily driven by the impact of lower volumes and the prior year $224 million

amortization of the fair value step up on inventory recognized on WestRock’s inventory acquired. These items were largely offset by

higher costs in the current year, including increased economic downtime, higher depreciation, depletion and amortization expense,

higher energy costs, as well as a net negative foreign currency impact.

Selling, General and Administrative (“SG&A”) Expenses

SG&A expenses increased by $1,082 million, to $3,819 million in the year ended December 31, 2025, from $2,737 million in the year

ended December 31, 2024. The increase in SG&A expenses of $1,082 million was primarily due to additional SG&A expenses of

$1,126 million related to the acquisition of WestRock. Excluding the impact of this acquisition, SG&A decreased by $44 million

primarily due to lower share-based payment expense, partially offset by higher depreciation, depletion and amortization expense.

Impairment and Restructuring Costs

Impairment and restructuring costs increased by $329 million, to $385 million in the year ended December 31, 2025, from $56 million

in the year ended December 31, 2024. In the year ended December 31, 2025, impairment and restructuring costs consisted of

$246 million of impairment charges and $139 million of restructuring costs. In the year ended December 31, 2024, impairment and

restructuring costs consisted of $24 million of impairment charges and $32 million of restructuring costs. The increase in impairment

and restructuring costs was primarily due to our announced plan to permanently close our coated recycled paperboard mill in St. Paul,

Minnesota, U.S., discontinue production at our containerboard mill in Forney, Texas, U.S., and costs associated with two converting

facilities in Germany that ceased production in the fourth quarter of 2025. We stopped production at these two U.S. mills in June 2025

and May 2025, respectively.

See “Note 5. Impairment and Restructuring Costs” of the Consolidated Financial Statements for additional information.

Transaction and Integration-related Expenses Associated with the Combination

The Company incurred transaction and integration-related expenses associated with the Combination of $120 million and $395 million

in the years ended December 31, 2025 and 2024, respectively. In the year ended December 31, 2025, transaction and integration-

related expenses associated with the Combination consisted primarily of integration-related expenses associated with the Combination

of $122 million. In the year ended December 31, 2024, transaction and integration-related expenses consisted of transaction-related

expenses of $202 million and $193 million of integration-related expenses associated with the Combination.

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Transaction-related costs associated with the Combination were comprised of banking and financing related costs as well as legal and

other professional services which were directly attributable to the Combination and retention payments that were contractually

committed to and associated with the successful completion of the Combination. We incur integration expenses post-acquisition that

reflect work performed to facilitate merger and acquisition integration and primarily consist of professional services and personnel and

related expenses, such as work associated with information systems.

Pension and Other Postretirement Non-Service Income (Expense), Net

Pension and other postretirement non-service income (expense), net increased by $54 million, to income of $30 million in the year

ended December 31, 2025, from $24 million of expense in the year ended December 31, 2024. This increase was primarily due to a

$164 million increase in the expected return on assets primarily due to acquired defined benefit pension assets in connection with the

Combination and a decrease in net settlement loss of $17 million, partially offset by an increase in interest costs of $132 million

primarily due to acquired defined benefit pension liabilities in connection with the Combination.

Interest Expense, Net

Interest expense, net increased by $331 million to $729 million in the year ended December 31, 2025, from $398 million in the year

ended December 31, 2024. This increase was primarily due to the increased interest expense as a result of the acquisition of

WestRock.

See “Note 2. Acquisitions” and “Note 15. Debt” of the Consolidated Financial Statements for additional information on debt assumed

and debt issued in connection with the Combination.

Other Expense, Net

Other expense, net increased by $36 million, to a net expense of $61 million in the year ended December 31, 2025, from a net

expense of $25 million in the year ended December 31, 2024. This increase was primarily due to a $15 million increase in the

expense recorded in connection with the sale of receivables under an accounts receivable monetization program acquired as a result of

the Combination and a $10 million net negative impact from foreign currency translation of monetary assets and liabilities.

Income Tax Expense

Income tax expense was $260 million in the year ended December 31, 2025, compared to $241 million in the year ended

December 31, 2024. The effective tax rates for the twelve months ended December 31, 2025 and 2024 were 27.1% and 43.0%,

respectively. See “Note 18. Income Taxes” of the Consolidated Financial Statements for additional income tax information.

On July 4, 2025, U.S. tax legislation was enacted that included a broad range of tax reform provisions affecting businesses, including

extending and modifying certain existing international and domestic provisions. The financial statement impacts were considered in

the third quarter, with no discrete period tax impacts arising from the change in tax law. Impacts from the legislation are either not

applicable or immaterial to the financial statements. Certain changes may impact current or future cash tax obligations, but are not

anticipated to impact the total tax expense.

SEGMENT INFORMATION

Smurfit Westrock has identified its operating segments based on how the CODM makes key operating decisions, allocates resources

and assesses performance of the Company’s business. These operating segments are as follows: (i) North America, which includes

operations in the U.S., Canada and Mexico, (ii) Europe, MEA and APAC and (iii) LATAM, which includes operations in Central

America and the Caribbean, Argentina, Brazil, Chile, Colombia, Ecuador and Peru. No operating segments have been aggregated for

disclosure purposes.

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Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis, but

exclude certain central costs such as corporate costs, including executive costs, and costs of Smurfit Westrock’s legal, company

secretarial, pension administration, tax, treasury and controlling functions and other administrative costs. Segment profitability is

measured based on Adjusted EBITDA, defined as income before income taxes, unallocated corporate costs, depreciation, depletion

and amortization, interest expense, net, pension and other postretirement non-service income (expense), net, share-based compensation

expense, other expense, net, impairment and restructuring costs, transaction and integration-related expenses associated with the

Combination, amortization of fair value step up on inventory and other specific items that management believes are not indicative of

the ongoing operating results of the business.

The following table contains selected financial information for Smurfit Westrock’s segments for the years ended December 31, 2025

and 2024 ($ in millions):

	Years ended December 31,
	2025	2024
Net sales (aggregate):(1)
North America	$18,577	$10,092
Europe, MEA and APAC	10,893	9,577
LATAM	2,113	1,711
Segment Adjusted EBITDA:
North America	$2,998	$1,610
Europe, MEA and APAC	1,618	1,529
LATAM	485	378

(1) Net sales before intersegment eliminations.

The year ended December 31, 2025, compared to the year ended December 31, 2024

North America Segment

Net Sales

Net sales before intersegment eliminations for the North America segment increased by $8,485 million, to $18,577 million in the year

ended December 31, 2025, from $10,092 million in the year ended December 31, 2024. This increase was primarily due to the positive

impact of $8,877 million from the impact of the acquisition of WestRock. Excluding the impact of this acquisition, net sales before

intersegment eliminations decreased by $392 million primarily due to a $690 million impact of lower volumes, partially offset by a

$311 million impact from a higher sales price mix.

Adjusted EBITDA

Adjusted EBITDA for the North America segment increased by $1,388 million, to $2,998 million in the year ended December 31,

2025, from $1,610 million in the year ended December 31, 2024. This increase was primarily due to the positive impact of

$1,446 million from the impact of the acquisition of WestRock. Excluding the impact of this acquisition, Adjusted EBITDA decreased

by $58 million primarily due to higher costs of $244 million and lower volumes of $126 million, partially offset by a higher selling

price mix of $311 million. The higher costs of $244 million were mainly due to the impact of increased economic downtime along

with higher energy costs.

55

Europe, MEA and APAC Segment

Net Sales

Net sales before intersegment eliminations for the Europe, MEA and APAC segment increased by $1,316 million, to $10,893 million

in the year ended December 31, 2025, from $9,577 million in the year ended December 31, 2024. This increase was primarily due to

the impact of $808 million which related to the impact of the acquisition of WestRock. Excluding the impact of this acquisition, net

sales before intersegment eliminations increased by $508 million primarily due to a net positive foreign currency impact of

$462 million primarily due to the strengthening of the euro against the U.S. dollar, a higher selling price mix of $102 million, partially

offset by a negative volume impact of $56 million.

Adjusted EBITDA

Adjusted EBITDA for the Europe, MEA and APAC segment increased by $89 million, to $1,618 million in the year ended

December 31, 2025, from $1,529 million in the year ended December 31, 2024. There was an $84 million positive impact from the

acquisition of WestRock. Excluding the impact of this acquisition, Adjusted EBITDA increased by $5 million primarily due to a

higher selling price mix impact of $102 million and net positive foreign currency impact of $63 million, which were partially offset by

higher costs of $150 million, mainly driven by higher energy and labor costs.

LATAM Segment

Net Sales

Net sales before intersegment eliminations for the LATAM segment increased by $402 million, to $2,113 million in the year ended

December 31, 2025, from $1,711 million in the year ended December 31, 2024. This increase was primarily due to the positive impact

of $375 million from the acquisition of WestRock. Excluding this acquisition, net sales before intersegment eliminations increased by

$27 million primarily due to a higher selling price mix of $71 million, partially offset by a negative volume impact of $35 million.

Adjusted EBITDA

Adjusted EBITDA for the LATAM segment increased by $107 million, to $485 million in the year ended December 31, 2025, from

$378 million in the year ended December 31, 2024. This increase was primarily due to the positive impact of $117 million from the

acquisition of WestRock. Excluding this acquisition, Adjusted EBITDA decreased by $10 million primarily due to higher costs of

$86 million, partly offset by a higher selling price mix of $71 million.

LIQUIDITY AND CAPITAL RESOURCES

Sources and Uses of Cash

Smurfit Westrock’s primary sources of liquidity are the cash flows generated from its operations, its commercial paper program, and

committed credit lines. The uncommitted commercial paper program is supported by the $4,500 million revolving loan facility with a

separate swingline sub-facility which allows for same-day drawing in U.S. dollar. The revolving credit facility had an original term of

five years, with two one-year extension options. In June 2025, the first extension was exercised, extending the maturity date to June

28, 2030. The amount of commercial paper outstanding does not reduce available capacity under the revolving loan facility. The

primary uses of this liquidity are to fund Smurfit Westrock’s day-to-day operations, capital expenditures, debt service, dividends and

other investment activity, including acquisitions.

As of December 31, 2025, Smurfit Westrock held cash and cash equivalents of $892 million, of which $273 million were held in euro,

$328 million were held in U.S. dollars and $291 million were held in other currencies. At December 31, 2025, the Company had

$4,560 million in undrawn committed facilities available under the revolving loan facility and receivables securitization facilities. The

weighted average period until maturity of undrawn committed facilities was 4.5 years as of December 31, 2025. Combined with cash

and cash equivalents of $892 million, the Company had $5,452 million of available liquidity.

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On November 20, 2025 we redeemed the outstanding $292 million in aggregate principal amount of 7.500% senior debentures due

2025 in full at par. We funded this redemption using existing liquidity. No gain or loss on extinguishment of debt was recorded.

On November 21, 2025, Smurfit Westrock Financing Designated Activity Company (“SWF”), a designated activity company

incorporated under the laws of Ireland and a wholly-owned direct subsidiary of Smurfit Westrock plc (“Smurfit Westrock”), issued

$800 million aggregate principal amount of its 5.185% senior green notes due 2036 (the “USD Notes”), with interest payable semi-

annually in arrears, beginning on July 15, 2026. On November 24, 2025, Smurfit Kappa Treasury Unlimited Company (“SKT” and,

together with SWF, the “Issuers”), a public unlimited company incorporated under the laws of Ireland and a wholly-owned indirect

subsidiary of Smurfit Westrock, issued €500 million aggregate principal amount of its 3.489% senior green notes due 2031 (the “EUR

Notes” and, together with the USD Notes, the “November 2025 Notes”), with interest payable annually in arrears. These November

2025 Notes can be redeemed, at par in whole or in part, within three months to their maturity, in accordance with the respective

indentures. The November 2025 Notes have been registered under the U.S. Securities Act of 1933, as amended, pursuant to a

registration statement (the “Registration Statement”) on Form S-3ASR (No. 333-291446) filed with the U.S. Securities and Exchange

Commission on November 12, 2025. The November 2025 Notes were sold pursuant to a base prospectus, dated November 12, 2025,

forming a part of the Registration Statement, and separate preliminary and final prospectus supplements with respect to the USD

Notes, dated November 17, 2025, and the EUR Notes, dated November 18, 2025.

We used the net proceeds from the offerings of the November 2025 Notes (i) to redeem the outstanding €750 million in aggregate

principal amount of 1.500% senior notes due 2027 issued by SKT (the “SKT 2027 Notes”) in full at the applicable redemption price

set forth in the indenture governing the SKT 2027 Notes, (ii) to redeem the outstanding $500 million in aggregate principal amount of

3.375% senior notes due 2027 issued by WRKCo Inc. (the “WRKCo 2027 Notes”) in full at the applicable redemption price set forth

in the indenture governing the WRKCo 2027 Notes, and (iii) for general corporate purposes, including the repayment of other

indebtedness. We also used an amount equivalent to the proceeds of the November 2025 Notes to finance or refinance a portfolio of

eligible green projects in accordance with our Green Finance Framework, which we may, in the future, update in line with

developments in the market.

On November 18, 2025, WRKCo Inc. distributed a conditional notice of redemption to the holders of the WRKCo 2027 Notes. The

WRKCo 2027 Notes were redeemed on December 4, 2025. On November 19, 2025, SKT distributed a conditional notice of

redemption to the holders of the SKT 2027 Notes. The SKT 2027 Notes were redeemed on December 2, 2025. We recorded a

$16 million loss on extinguishment of debt in connection with these redemptions.

As of December 31, 2025, Smurfit Westrock had $13,773 million of total debt. As of December 31, 2025, the carrying amount of

current debt was $346 million. In the twelve months ended December 31, 2025, total debt increased by $178 million. Excluding

changes in carrying value, such as translation adjustments and amortization moves, borrowings decreased by $304 million. The

carrying amount of the Company’s debt includes a fair value adjustment related to debt assumed through mergers and acquisitions.

Included within the carrying value of Smurfit Westrock’s borrowings as of December 31, 2025 are unamortized fair value

adjustments, bond discounts and debt issuance costs of $94 million, including an unamortized fair value market adjustment of

$22 million, all of which will be recognized in interest expense in Smurfit Westrock’s Consolidated Statements of Operations using

the effective interest rate method over the remaining life of the borrowings. See “Note 2. Acquisitions” and “Note 15. Debt” of the

Consolidated Financial Statements for a discussion of debt assumed and debt issued in connection with the Combination, as well as

additional debt-related information, including bond issuances and repayments.

The Company believes that the cash flows generated from its operations, cash on hand, its commercial paper program, available

borrowings under its committed credit lines and available capital through access to capital markets will be adequate to meet the

Company's liquidity and capital requirements, including payments of any declared dividends, for the next 12 months and for the

foreseeable future.

Smurfit Westrock uses a variety of working capital management strategies including supply chain financing (“SCF”) programs,

vendor financing and commercial card programs, monetization facilities where we sell short-term receivables to a group of third-party

financial institutions and receivables securitization facilities. The programs are described below.

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The Company engages in certain customer-based SCF programs to accelerate the receipt of payment for outstanding accounts

receivables from certain customers. Certain costs of these programs are borne by the customer or the Company. Receivables

transferred under these customer-based SCF programs generally meet the requirements to be accounted for as sales in accordance with

guidance under Accounting Standards Codification (“ASC”) 860, “Transfers and Servicing” (“ASC 860”), resulting in derecognition

of such receivables from the Company’s Consolidated Balance Sheets. Receivables involved with these customer-based SCF programs

may vary from period to period, and were 6% of the Company’s accounts receivable balance at December 31, 2025. In addition,

Smurfit Westrock has monetization facilities that sell to third-party financial institutions all of the short-term receivables generated

from certain customer trade accounts. See “Note 14. Fair Value Measurement” of the Consolidated Financial Statements for a

discussion of the Company’s monetization facilities.

Smurfit Westrock’s working capital management strategy includes working with its suppliers to revisit terms and conditions, including

the extension of payment terms. The Company’s current payment terms with the majority of its suppliers generally range from payable

upon receipt to 120 days and vary for items such as the availability of cash discounts. The Company does not believe its payment

terms will be shortened significantly in the near future, and does not expect its net cash provided by operating activities to be

significantly impacted by additional extensions of payment terms. Certain financial institutions offer voluntary SCF programs that

enable the Company’s suppliers, at their sole discretion, to sell their receivables from Smurfit Westrock to the financial institutions on

a non-recourse basis at a rate that leverages the Company’s credit rating and thus might be more beneficial to the Company’s

suppliers. Smurfit Westrock and its suppliers agree on commercial terms for the goods and services procured, including prices,

quantities and payment terms, regardless of whether the supplier elects to participate in SCF programs. The suppliers sell Smurfit

Westrock goods or services and issue the associated invoices based on the agreed-upon contractual terms. The due dates of the

invoices are not extended due to the supplier’s participation in SCF programs. Smurfit Westrock suppliers, at their sole discretion if

they choose to participate in a SCF program, determine which invoices, if any, they want to sell to the financial institutions. No

guarantees are provided by the Company under SCF programs, and it has no economic interest in a supplier’s decision to participate in

the SCF program. Therefore, amounts due to the Company’s suppliers that elect to participate in SCF programs are included in the

“Accounts payable” line item in the Company’s Consolidated Balance Sheets and the activity is reflected in “Net cash provided by

operating activities” in the Company’s Consolidated Statements of Cash Flows. Based on correspondence with the financial

institutions that are involved with Smurfit Westrock’s two primary SCF programs, while the amount suppliers elect to sell to the

financial institutions varies from period to period, the amount generally averages 10%-14% of the Company’s accounts payable

balance. The outstanding payment obligations to financial institutions under these programs were $361 million as of December 31,

2025.

Smurfit Westrock also participates in certain vendor financing and commercial card programs to support travel and entertainment

expenses and smaller vendor purchases. Amounts outstanding under these programs are classified as debt primarily because the

Company receives the benefit of extended payment terms and a rebate from the financial institution that would not have otherwise

been received without the financial institution's involvement. Smurfit Westrock also has receivables securitization facilities that allows

for borrowing availability based on underlying accounts receivable eligibility and compliance with certain covenants. See “Note 15.

Debt” and “Note 22. Variable Interest Entities” of the Notes to Consolidated Financial Statements for a discussion of the receivables

securitization facilities and the amount outstanding under the Company’s vendor financing and commercial card programs.

Smurfit Westrock is a party to enforceable and legally binding contractual obligations involving commitments to make payments to

third parties. These obligations impact Smurfit Westrock’s short-term and long-term liquidity and capital resource needs. Certain

contractual obligations are reflected on Smurfit Westrock’s Consolidated Balance Sheets as of December 31, 2025, while others are

considered future obligations. Smurfit Westrock’s contractual obligations primarily consist of items such as long-term debt, including

current portion, lease obligations, purchase obligations and other obligations. See “Contractual Obligations and Commitments” for

more information.

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Cash Flow Activity

The following table contains selected financial information from Smurfit Westrock’s Consolidated Statements of Cash Flows for the

years ended December 31, 2025 and 2024 ($ in millions):

	Years ended December 31,
	($ in millions)
	2025	2024
Net cash provided by operating activities	$3,392	$1,483
Net cash used for investing activities	$(2,143)	$(2,114)
Net cash (used for) provided by financing activities	$(1,298)	$607

Net cash provided by operating activities increased by $1,909 million, or 129%, to $3,392 million in the year ended December 31,

2025 from $1,483 million in the year ended December 31, 2024, primarily due to a $1,489 million increase in net income adjusted for

non-cash items, primarily including depreciation, depletion and amortization, impairment charges, cash surrender value increase in

excess of premiums paid, share-based compensation expense, deferred income tax benefit, and pension and other postretirement

funding more than cost. The increase in net cash provided by operating activities also included a $420 million decrease in the cash

outflows from changes in operating assets and liabilities. The decrease in the cash outflows from changes in operating assets and

liabilities was inclusive of cash payments to financial institutions of $66 million in connection with the Company’s accounts

receivable monetization agreements in the year ended December 31, 2025, compared to cash proceeds of $62 million in the prior year

period. See “Note 14. Fair Value Measurement” of the Consolidated Financial Statements for additional information.

Net cash used for investing activities of $2,143 million in the year ended December 31, 2025 consisted primarily of capital

expenditures of $2,192 million partially offset by proceeds from corporate owned life insurance and other items. Net cash used for

investing activities of $2,114 million in the year ended December 31, 2024 consisted primarily of capital expenditures of

$1,466 million and cash paid for purchase of businesses, net of cash acquired of $719 million, partially offset by proceeds from sale of

property, plant and equipment of $61 million.

Net cash used for financing activities of $1,298 million in the year ended December 31, 2025 consisted primarily of cash outflows

from cash dividends paid to shareholders of $900 million, a net decrease in debt of $304 million, tax paid in connection with shares

withheld from employees of $69 million and debt issuance costs of $20 million. Net cash provided by financing activities of

$607 million in the year ended December 31, 2024 consisted primarily of cash inflows from a net increase in debt of $1,367 million,

partially offset by cash outflows from cash dividends paid to shareholders of $650 million, debt issuance costs of $63 million,

purchases of treasury stock of $27 million, and tax paid in connection with shares withheld from employees of $26 million.

Contractual Obligations and Commitments

Smurfit Westrock is a party to enforceable and legally binding contractual obligations involving commitments to make payments to

third parties. These obligations impact Smurfit Westrock’s short-term and long-term liquidity and capital resource needs. Certain

contractual obligations are reflected on Smurfit Westrock’s Consolidated Balance Sheets as of December 31, 2025, while others are

considered future obligations. Smurfit Westrock’s primary cash requirements from contractual obligations and commitments include:

•Debt obligations. See “Note 15. Debt,” of the Notes to the Consolidated Financial Statements included elsewhere in this

Annual Report on Form 10-K for more information on Smurfit Westrock’s debt obligations and timing of expected future

payments.

•Operating and finance leases. See “Note 13. Leases,” of the Notes to the Consolidated Financial Statements included

elsewhere in this Annual Report on Form 10-K for more information on Smurfit Westrock’s operating and finance lease

obligations and timing of expected future payments.

•Pension liabilities. See “Note 19. Retirement Plans and Deferred Compensation Arrangements,” of the Notes to the

Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for more information on Smurfit

Westrock’s pension liabilities and the timing of expected future benefit payments under its defined benefit pension plans.

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•Capital commitments. See “Note 21. Commitments and Contingencies,” of the Notes to the Consolidated Financial

Statements included elsewhere in this Annual Report on Form 10-K for more information on Smurfit Westrock’s future

spending for property, plant and equipment that Smurfit Westrock is obligated to purchase.

•Purchase commitments. See “Note 21. Commitments and Contingencies,” of the Notes to the Consolidated Financial

Statements included elsewhere in this Annual Report on Form 10-K for more information on Smurfit Westrock’s purchase

commitments and the timing of the expected future payments.

Off-Balance Sheet Arrangements

As of December 31, 2025, Smurfit Westrock did not have any off-balance sheet arrangements.

NON-GAAP FINANCIAL MEASURE

Definitions

Non-GAAP Financial Measure

Smurfit Westrock reports its financial results in accordance with generally accepted accounting principles in the U.S. (“GAAP”).

However, management believes “Adjusted EBITDA”, a non-GAAP financial measure as discussed below, provides Smurfit

Westrock’s Board of Directors, investors, potential investors, securities analysts and others with additional meaningful financial

information that should be considered when assessing its ongoing performance relative to other periods because it adjusts out non-

recurring items that management believes are not indicative of the ongoing results of the business. Smurfit Westrock management also

uses this non-GAAP financial measure in making financial, operating and planning decisions, and in evaluating company

performance. Non-GAAP financial measures are not intended to be considered in isolation of or as a substitute for, or superior to,

financial information prepared and presented in accordance with GAAP and should be viewed in addition to, and not as an alternative

for, the GAAP results. The non-GAAP financial measure Smurfit Westrock presents may differ from similarly captioned measures

presented by other companies.

Adjusted EBITDA

Smurfit Westrock uses the non-GAAP financial measure “Adjusted EBITDA” to evaluate its overall performance. The composition of

Adjusted EBITDA is not addressed or prescribed by GAAP. Smurfit Westrock defines Adjusted EBITDA as net income before

income tax expense, depreciation, depletion and amortization, interest expense, net, pension and other postretirement non-service

income (expense), net, share-based compensation expense, other expense, net, impairment and restructuring costs, transaction and

integration-related expenses associated with the Combination, amortization of fair value step up on inventory and other specific items

that management believes are not indicative of the ongoing operating results of the business.

Management believes that the most directly comparable GAAP measure to Adjusted EBITDA is “Net income”.

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Set forth below is a reconciliation of the non-GAAP financial measure Adjusted EBITDA to Net income, the most directly comparable

GAAP measure, for the periods indicated ($ in millions).

	Years ended December 31,
	2025	2024
Net income	$699	$319
Income tax expense	260	241
Depreciation, depletion and amortization	2,550	1,464
Impairment and restructuring costs	385	56
Transaction and integration-related expenses associated with the Combination	120	395
Amortization of fair value step up on inventory	—	224
Interest expense, net	729	398
Pension and other postretirement non-service (income) expense, net	(30)	24
Share-based compensation expense	139	206
Other expense, net	61	25
Other adjustments	26	34
Adjusted EBITDA	$4,939	$3,386

See “Note 3. Segment Information” of the Consolidated Financial Statements for additional information regarding “Other

adjustments” in the table above.

GUARANTOR SUMMARIZED FINANCIAL INFORMATION

On April 3, 2024, SKT completed a private offering of $750 million aggregate principal amount of 5.200% senior green notes due

2030, $1,000 million aggregate principal amount of 5.438% senior green notes due 2034 and $1,000 million aggregate principal

amount of 5.777% senior green notes due 2054, which we refer to as the “Original SKT Notes”, and on November 26, 2024, SWF

completed a private offering of $850 million aggregate principal amount of 5.418% senior green notes due 2035, which we refer to as

the “Original SWF Notes” (and, together with the Original SKT Notes, the “Original Notes”). As part of those offerings, the Issuers

and the Guarantors (as hereinafter defined) of the Original Notes entered into registration rights agreements with the initial purchasers

thereof in which we agreed to use commercially reasonable efforts to complete exchange offers for such Original Notes in compliance

with applicable securities laws. In connection with the registration rights agreements, on May 23, 2025, following an exchange offer

process, certain holders of the Original Notes, exchanged their notes for newly issued registered notes (the “New Notes”). The New

Notes are substantially identical to the Original Notes, except that the New Notes are registered under the United States Securities Act

of 1933, as amended, and will not have any transfer restrictions, registration rights or additional interest provisions.

As outlined above in the section entitled “Liquidity and Capital Resources”, on November 21, 2025, SWF issued $800 million

aggregate principal amount of 5.185% senior green notes due 2036, and on November 24, 2025 SKT issued €500 million aggregate

principal amount of 3.489% senior green notes due 2031. These notes have been registered under the U.S. Securities Act of 1933, as

amended.

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The Guarantees

The Original Notes, the New Notes and the November 2025 Notes are subject to any limitations under applicable law, fully and

unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of Smurfit Westrock plc and the following

wholly-owned subsidiaries of Smurfit Westrock plc (the “Subsidiary Guarantors”): Smurfit Kappa Group Limited, Smurfit Kappa

Investments Limited, Smurfit Kappa Acquisitions Unlimited Company, Smurfit Kappa Treasury Funding Designated Activity

Company, Smurfit International B.V., Smurfit WestRock US Holdings Corporation, WestRock Company, WRKCo Inc., WestRock

MWV, LLC and WestRock RKT, LLC. In addition, SWF fully and unconditionally guarantees SKT’s obligations under the Original

Notes, the New Notes and the November 2025 Notes, and SKT fully and unconditionally guarantees SWF’s obligations under the

Original Notes, the New Notes and the November 2025 Notes. SKT and SWF are both wholly-owned subsidiaries of Smurfit

Westrock plc. Smurfit Westrock plc and the Subsidiary Guarantors are collectively referred to herein as the “Guarantors”, and the

Issuers and the Guarantors are collectively referred to herein as the “Obligor Group”.

Operations are conducted almost entirely through Smurfit Westrock plc’s subsidiaries other than the Issuers and the Subsidiary

Guarantors. Accordingly, the Obligor Group’s cash flow and ability to service its debt are dependent upon the earnings of Smurfit

Westrock plc’s other non-obligor subsidiaries (the “Non-Obligor Subsidiaries”) and the distribution of those earnings to the Obligor

Group, whether by dividends, loans or otherwise. Holders of the New Notes and November 2025 Notes have a direct claim only

against the Obligor Group.

Basis of Preparation of the Summarized Financial Information

The tables below present summarized financial information provided in conformity with Rule 13-01 of the SEC’s Regulation S-X. The

summarized financial information of the Obligor Group is presented on a combined basis, excluding intercompany balances and

transactions between entities in the Obligor Group. The Obligor Group’s investment balances in Non-Obligor Subsidiaries have been

excluded. The Obligor Group’s amounts due from, amounts due to, and transactions with Non-Obligor Subsidiaries have been

presented separately. The summarized financial information below should be read in conjunction with the Company’s Consolidated

Financial Statements contained herein, as the summarized financial information may not necessarily be indicative of the results of

operations or financial position had the subsidiaries operated as independent entities ($ in millions).

SUMMARIZED STATEMENT OF OPERATIONS	Year ended December 31,
	2025
Net sales to unrelated parties	$1,445
Net sales to Non-Obligor Subsidiaries	1,162
Gross profit	878
Interest expense, net with unrelated parties	(634)
Interest expense, net with Non-Obligor Subsidiaries	(345)
Net income and net income attributable to the Obligor Group	963

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SUMMARIZED BALANCE SHEETS	December 31,	December 31,
	2025	2024
ASSETS
Current amounts due from Non-Obligor Subsidiaries	$4,571	$4,925
Other current assets	1,207	1,049
Total current assets	$5,778	$5,974
Non-current amounts due from Non-Obligor Subsidiaries	$3,355	$2,848
Other non-current assets	918	370
Total non-current assets	$4,273	$3,218
LIABILITIES
Current amounts due to Non-Obligor Subsidiaries	$9,130	$9,681
Other current liabilities	482	1,122
Total current liabilities	$9,612	$10,803
Non-current amounts due to Non-Obligor Subsidiaries	$7,447	$6,604
Other non-current liabilities	11,823	9,644
Total non-current liabilities	$19,270	$16,248

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Smurfit Westrock has prepared the accompanying Consolidated Financial Statements in conformity with GAAP, which requires

management to make estimates that affect the amounts of revenues, expenses, assets and liabilities reported. Significant accounting

policies are described in “Note 1. Description of Business and Summary of Significant Accounting Policies” in the accompanying

Consolidated Financial Statements.

These critical accounting policies are both important to the portrayal of Smurfit Westrock’s financial condition and results of

operations and require some of management’s most subjective and complex judgments. The accounting for these matters involves the

making of estimates based on current facts, circumstances and assumptions that, in management’s judgment, could change in a manner

that would materially affect management’s future estimates with respect to such matters and, accordingly, could cause Smurfit

Westrock’s future reported financial condition and results of operations to differ materially from those that it is currently reporting

based on management’s current estimates.

Smurfit Westrock believes the following are critical accounting policies and estimates used in the preparation of its Consolidated

Financial Statements:

Business Combinations

From time to time, Smurfit Westrock may enter into business combinations, such as the Combination with WestRock which closed on

July 5, 2024. As described further in “Note 2. Acquisitions” to the Consolidated Financial Statements, Smurfit Westrock allocated the

$13,461 million aggregate merger consideration to the fair values of WestRock assets acquired and liabilities assumed as of the

Closing Date. The excess of the purchase price over the fair value of net assets acquired was allocated to goodwill. 

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The purchase price allocation for the Merger was revised as additional information about the acquisition-date fair value of assets and

liabilities became available during the measurement period (a period not to exceed 12 months from the Closing Date). The purchase

price allocation was completed during the third quarter of fiscal 2025 after the Company completed the evaluation of the fair value of

acquired property, plant and equipment, intangible assets and certain income tax related items in addition to ensuring all other assets

and liabilities and contingencies had been identified and recorded. The acquisition method of accounting required significant estimates

and assumptions regarding the fair values of the elements of a business combination. The most significant assumptions related to the

fair value estimates of plant and machinery assets acquired as part of property, plant and equipment. The company prepared estimates

and engaged third-party valuation specialists to assist in the valuation of plant and machinery assets, which required significant

judgments and assumptions inherent in the estimates regarding items such as deriving the effective age, economic lives, residual

values and other factors, including estimating future cash flows that Smurfit Westrock expects to generate from the acquired assets.

If the subsequent actual results and updated projections of the underlying business activity change compared with the assumptions and

projections used to develop these values, we could record future impairment charges. In addition, we have estimated the economic

lives of certain acquired assets, and these lives are used to calculate depreciation and amortization expense. If the Company’s

estimates of the economic lives change, depreciation or amortization expenses could be increased or decreased, or the acquired asset

could be impaired.

See “Note 1.13. Business Combinations” and “Note 2. Acquisitions” to the Consolidated Financial Statements for Smurfit Westrock’s

accounting policy on business combinations and more information on the Combination with WestRock.

Goodwill Impairment

Smurfit Westrock reviews the carrying value of its goodwill annually during the fourth quarter, or more often if events or changes in

circumstances indicate that the carrying amount may exceed fair value as set forth in ASC 350, “Intangibles — Goodwill and Other”

(“ASC 350”). Smurfit Westrock tests goodwill for impairment at the reporting unit level. During the third quarter of 2024, following

the completion of the Combination, the Company changed its reportable segments and reassessed its reporting units. As a result of this

reassessment, the Company identified the following reporting units: (1) North America, which includes operations in the U.S. and

Canada, (2) Europe, MEA and APAC, (3) Mexico, (4) Argentina and Chile, (5) Colombia & Central Cluster, and (6) Brazil. See “Note

1.12. Goodwill and Non-current Assets” and “Note 10. Goodwill” to the Consolidated Financial Statements for Smurfit Westrock’s

accounting policy on goodwill and more information on reporting units.

During the fourth quarter of the year ended December 31, 2025, Smurfit Westrock completed its annual goodwill impairment testing

for each of the Company’s reporting units by performing a qualitative assessment. Multiple factors were evaluated to assess whether it

was more likely than not that the estimated fair value of any reporting unit was below its carrying value. These factors included, but

were not limited to, its expectations for macroeconomic conditions, industry and market considerations, and financial performance,

including planned net sales and earnings of each reporting unit. The qualitative assessment also considered changes since the last

qualitative assessment of all the Company’s reporting units, which was performed in 2024.

As a result of the qualitative assessment, Smurfit Westrock determined that it was more likely than not that the estimated fair value of

each reporting unit with goodwill exceeded its respective carrying value. Therefore, the Company determined that goodwill for each

reporting unit was not impaired and that a quantitative goodwill test was not required. See “Note 10. Goodwill” to the Consolidated

Financial Statements for further information about the Company’s annual assessment of goodwill for impairment.

Although the Company believes all relevant factors were considered in the qualitative impairment analysis to reach the conclusion that

goodwill was not impaired, significant changes in any one of the assumptions, estimates and market factors underlying Smurfit

Westrock’s fair value determinations could produce a significantly different result potentially leading to the recording of an

impairment that could have significant impacts on the results of operations and financial position of the Company. Smurfit Westrock

has not made any material changes to its impairment loss assessment methodology during the past three fiscal years.

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Accounting for Income Taxes

Smurfit Westrock’s income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits, reflect

management’s best assessment of estimated current and future taxes to be paid. Significant judgments and estimates are required in

determining the consolidated income tax expense. In evaluating its ability to recover deferred tax assets and establishing or reducing a

valuation allowance in the jurisdiction from which they arise, Smurfit Westrock considers all available positive and negative evidence,

including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and the

effect of enacted tax rates expected to apply in the periods in which the deferred tax assets or liabilities are anticipated to be settled or

realized. A high degree of judgment is required to assess the impact of possible future outcomes on Smurfit Westrock’s current and

deferred tax positions.

As a result of this evaluation, Smurfit Westrock recorded valuation allowances of $429 million as of December 31, 2025 and

$372 million as of December 31, 2024, related to certain deferred tax assets, primarily tax loss carryforwards, where there is

uncertainty as to the ultimate realization of a benefit. Smurfit Westrock regularly reviews the recoverability of deferred tax assets for

adjustments to taxable income, changes in tax laws or interpretations thereof and tax rates, as all of these could impact its effective tax

rate.

Smurfit Westrock is subject to routine tax audits and examinations. It uses significant judgment in (i) determining whether a tax

position, based solely on its technical merits, is “more likely than not” to be sustained upon examination and (ii) measuring the tax

benefit as the largest amount of benefit that is “more likely than not” to be realized upon settlement. Smurfit Westrock does not record

any benefit for tax positions that do not meet the “more likely than not” recognition threshold at the balance sheet date. Resolutions of

current uncertain tax positions are not expected to have a material adverse effect on the effective tax rate or on cashflows. Smurfit

Westrock has a progressive dividend strategy which means that it will remit earnings from some of its overseas subsidiaries to the

parent company in Ireland. Its foreign earnings are generally taxed at rates that are higher than in Ireland and so no incremental tax

should arise there, due to the availability of foreign tax credits. However, some earnings may be subject to limited additional foreign

taxes upon repatriation. Smurfit Westrock continues to indefinitely reinvest its foreign earnings as part of its wider capital allocation

strategy. To the extent that it cannot assert indefinite reinvestment of earnings, it records a deferred tax liability on its foreign earnings

at the applicable tax rate if it is not otherwise possible to remit earnings without additional tax.

As of December 31, 2025 and 2024, Smurfit Westrock recognized a deferred tax liability of $209 million and $179 million,

respectively, on unremitted earnings, in respect of foreign income taxes or withholding taxes for expected or assumed repatriation,

respectively. As Smurfit Westrock can decide which subsidiaries should pay dividends, it does not expect that this deferred tax

liability will have a material impact on its cash flows in the foreseeable future.

The determination of the amount of unrecognized deferred tax liability related to indefinitely invested foreign earnings not subject to

additional outside basis difference taxes is not practicable. A 1% change in the effective tax rate would increase or decrease Smurfit

Westrock’s income tax expense for the year ended December 31, 2025 by $10 million.

In 2021, political agreement was reached by the OECD Inclusive Framework on a two-pillar approach to international tax reform. This

includes the commitment to introduce a minimum effective tax rate of 15% for companies with revenue above €750 million (‘Pillar

Two’). The agreement has been enacted in most of the countries where Smurfit Westrock has business activities. The law was enacted

in Ireland with an effective date January 1, 2024, and it was broadly in line with the OECD Inclusive Framework. For the year ended

December 31, 2025, a Pillar Two assessment was performed and its impact was not significant.

The Company has made accounting policy elections to account for the income tax effect(s) of U.S. Global Intangible Low-Taxed

Income (GILTI) as a period cost and to account for the income tax effect(s) of investment tax credits under the flow-through method.

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Pension Obligations

The determination of pension obligations and pension expense requires various assumptions that can significantly affect liability and

expense amounts, such as the expected long-term rate of return on plan assets, discount rates, projected future compensation increases

and mortality rates for each of Smurfit Westrock’s plans. These assumptions are determined annually in conjunction with Smurfit

Westrock’s actuary. The accounting for these matters involves the making of estimates based on current facts, circumstances and

assumptions that, in management’s judgment, could change in a manner that would materially affect management’s future estimates

with respect to such matters and, accordingly, could cause Smurfit Westrock’s future reported financial condition and results of

operations to differ materially from those that Smurfit Westrock is currently reporting based on management’s current estimates.

A 50-basis point change in the discount rate, compensation level and expected long-term rate of return on plan assets, factoring in our

corridor as appropriate, would have had the following effect on Smurfit Westrock’s pension expense for the year ended December 31,

2025, (in millions):

	Defined Benefit Pension Plans
	50 Basis Point Increase	50 Basis Point Decrease
Discount rate	$8	$(8)
Compensation level	1	(1)
Expected long-term rate of return on plan assets	(35)	35

NEW ACCOUNTING STANDARDS

See “Note 1. Description of Business and Summary of Significant Accounting Policies” of the Notes to the Consolidated Financial

Statements included elsewhere in this Annual Report on Form 10-K for a full description of recent accounting pronouncements,

including the respective expected dates of adoption and expected effects on Smurfit Westrock’s results of operations and financial

condition.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Smurfit Westrock is exposed to market risk from changes in, among other things, interest rates, foreign currency exchange rates, and

commodity prices. See “Item 1A. Risk Factors” for additional information. Smurfit Westrock aims to identify and understand these

risks and then implement strategies to manage them. When evaluating these strategies, Smurfit Westrock evaluates the fundamentals

of each market, the Company’s sensitivity to movements in pricing, and underlying accounting and business implications. The

sensitivity analyses presented below do not consider the effect of possible adverse changes in the general economy, nor do they

consider additional actions we may take to mitigate the Company’s exposure to such changes. Smurfit Westrock may not be successful

in managing these risks.

Interest Rate Risk

Smurfit Westrock is exposed to changes in interest rates on its variable rate debt. Interest rate changes generally do not affect the

market value of such debt, but do impact the amount of interest payments and, therefore, Smurfit Westrock’s future earnings and cash

flows, assuming other factors are held constant. Smurfit Westrock had fixed an average of 88% of its interest cost on borrowings over

the following 12 months at both December 31, 2025 and 2024. Holding all other variables constant, if interest rates for variable rate

borrowings increased by 1% Smurfit Westrock’s interest expense would increase, and income before taxes would decrease, by

approximately $17 million over the following 12 months for both years. Interest income on cash balances would increase by

approximately $9 million assuming a 1% increase in interest rates earned on such balances over the following 12 months for both

years.

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Foreign Exchange Risk

Smurfit Westrock manages its balance sheet having regard to the currency exposures arising from its assets being denominated in a

wide range of currencies. To this end, where foreign currency assets are funded by local borrowing, such borrowing is generally

sourced in the currency of the related assets.

Smurfit Westrock is exposed to transactional foreign exchange currency risk to the extent that there is a mismatch between the

currencies in which sales, purchases, receivables and borrowings are denominated and the respective functional currencies of the

Smurfit Westrock group companies. Smurfit Westrock hedges a portion of its currency exposure through the use of currency swaps

and forward contracts. Smurfit Westrock’s risk management policy allows the hedging of estimated foreign currency exposure in

respect of highly probable forecast sales and purchases. As such, certain subsidiaries enter into foreign currency forward contracts to

hedge highly probable forecast foreign currency sales and purchases for which hedge accounting is applied.

Smurfit Westrock operates in markets both inside and outside of the U.S. and derived 54% and 65% of net sales for the year ended

December 31, 2025 and 2024, respectively, from outside the U.S. through international operations, some of which were transacted in

U.S. dollars. The decrease in concentration from outside the U.S. was due to the full year impact of the Combination. No single

country other than the U.S. represented more than 10% of our net sales.

Although the Company is impacted by the exchange rates of a number of currencies, its largest net assets exposures for the year ended

December 31, 2025 and 2024 included the euro, the Mexican peso, the Canadian dollar, the Brazilian real, the pound sterling, and the

Colombian peso. Strengthening of the U.S. dollar exchange rate by 1% against all other foreign currencies from the December 31,

2025 rate would reduce shareholders’ equity by approximately $114 million compared to $101 million at December 31, 2024.

Commodity Price Risk

Smurfit Westrock is exposed to commodity price risks through its dependence on recovered paper, the principal raw material used in

the manufacture of recycled containerboard and virgin fiber which is the principal raw material that Smurfit Westrock uses in the

production of a portion of the Company’s containerboard, bleached paperboard and market pulp.

The price of recovered paper is dependent on both demand and supply conditions. Demand conditions include the production of

recycled containerboard in Europe and North America and the demand for recovered paper for the production of recycled

containerboard outside of Europe, principally in Asia. Supply conditions include the rate of recovery of recovered paper, itself

dependent on historical pricing related to the cost of recovery, and some slight seasonal variations. While virgin fiber prices have

generally been more stable than recycled fiber prices, they still fluctuate, particularly due to significant changes in weather, such as

during prolonged periods of heavy rain or drought, or during housing construction slowdowns or accelerations.

The cost of producing Smurfit Westrock’s products is also sensitive to the price of energy. Smurfit Westrock’s main energy exposure

is to the cost of gas and electricity. Smurfit Westrock’s energy costs increased by 45% in the year ended December 31, 2025, when

compared to the year ended December 31, 2024, which was primarily a result of 2025 being the first full year of costs after the

Combination with WestRock. Smurfit Westrock’s energy costs increased by 25% in the year ended December 31, 2024, when

compared to the year ended December 31, 2023, as a result of the Combination with WestRock, partially offset by lower energy

market prices for legacy Smurfit Kappa operations.

The objective of our commodity exposure management is to minimize volatility in earnings due to large fluctuations in the price of

commodities. To manage commodity price risk, Smurfit Westrock may enter physical commodity contracts or financial derivative

contracts to manage risks associated with fluctuating energy costs. The timeframe for such programs can be up to three years.

We have elected to apply the normal purchase normal sales (“NPNS”) scope exception, where appropriate, for physical commodity

contracts that meet the criteria of derivatives under ASC 815, “Derivatives and Hedging” (“ASC 815”). As such, Smurfit Westrock is

not required to apply derivative accounting treatment as required by ASC 815 to these physical commodity transactions.

67

Certain of our financial derivative contracts are designated as cash flow hedges, with changes in the fair value of these contracts being

accounted for in “Accumulated Other Comprehensive Loss” in Shareholders Equity. The resulting gain or loss is reclassified into

“Cost of goods sold” in the Consolidated Statements of Operations concurrently with the recognition of the commodity. Certain of our

financial derivative contracts do not qualify for hedge accounting but are effective economic hedges. As of December 31, 2025, the

fair value of financial derivatives contracts and the impact of a hypothetical 10% adverse move in market prices on the fair values are

immaterial.

68

Item 8. Financial Statements and Supplementary Data

INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF

SMURFIT WESTROCK PLC

	Page
Report of Independent Registered Public Accounting Firm (Auditor Name KPMG, Auditor Location: Dublin, Ireland, PCAOB ID: 1116)	69
Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024	71
Consolidated Statements of Operations for the years ended December 31, 2025, December 31, 2024 and December 31, 2023	72
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, December 31, 2024 and December 31, 2023	73
Consolidated Statements of Cash Flows for the years ended December 31, 2025, December 31, 2024 and December 31, 2023	74
Consolidated Statements of Changes in Equity for the years ended December 31, 2025, December 31, 2024 and December 31, 2023	75
Notes to Consolidated Financial Statements	76

69

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Smurfit Westrock Public Limited Company:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of Smurfit Westrock Public Limited Company and subsidiaries (‘the

Company’) as of December, 31, 2025, and December 31, 2024, the related consolidated statements of operations, comprehensive

income (loss), cash flows and changes in equity for each of the years in the three-year period ended December 31, 2025, and the

related notes collectively, the consolidated financial statements. We also have audited the Company’s internal control over financial

reporting as of December, 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the

Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of

the Company as of December, 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-

year period ended December 31, 2025 in conformity with U.S. generally accepted accounting principles. Also in our opinion, the

Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025 based on

criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the

Treadway Commission.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over

financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the

accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the

Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our

audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)

and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits

to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to

error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the

consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such

procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial

statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well

as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting

included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and

testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included

performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable

basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of

financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting

principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the

maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the

company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in

accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in

accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding

70

Report of Independent Registered Public Accounting Firm

prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect

on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections

of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in

conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements

that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are

material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a

whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or

on the accounts or disclosures to which it relates.

Evaluation of the qualitative goodwill impairment indicator assessment

As described in Note 10 to the consolidated financial statements, the Company’s goodwill balance as of December 31, 2025 was

$7,218 million. The Company reviews the carrying value of its goodwill annually during the fourth quarter, or more often if events or

changes in circumstances indicate that the carrying amount may exceed fair value. During the fourth quarter of fiscal 2025, the

Company performed a qualitative impairment test at the reporting unit level.

We identified the selection and evaluation of qualitative goodwill impairment indicators, or qualitative factors, for the (i) North

America (including US and Canada) and (ii) Europe, MEA and APAC reporting units as a critical audit matter. Key qualitative factors

included projected gross domestic product, inflation, compound annual growth rates, recovered fiber, energy costs and the Company’s

forecasted financial performance. The key qualitative factors could have had a significant effect on the Company’s qualitative

assessment and the potential for the need to perform a quantitative goodwill impairment test. Subjective auditor judgment was

required to evaluate the key qualitative factors.

The following are the primary procedures we performed to address this critical audit matter:

•We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s goodwill

impairment assessment process, including controls related to the selection and analysis of potential qualitative factors.

•We evaluated the relevance and reliability of key qualitative factors, specifically, projected gross domestic product, inflation,

compound annual growth rate, recovered fiber and energy costs selected by the Company and assessed the reasonableness of

these qualitative factors against publicly available economic, industry and market data or actual costs as appropriate.

•We evaluated the reasonableness of the Company’s forecasted financial performance by comparing this to actual historical

financial performance reported by the respective reporting units. We challenged the key underlying assumptions (projected

revenue, energy and recovered fiber cost factors) by performing a sensitivity analysis on the Company’s forecasted financial

performance.

/s/ KPMG

We have served as the Company’s auditor since 2018.

Dublin, Ireland

February 27, 2026

71

Smurfit Westrock plc

Consolidated Balance Sheets

(in millions, except share and per share data)

	December 31, 2025	December 31, 2024
Assets
Current assets:
Cash and cash equivalents (amounts related to consolidated variable interest entities of $3 million and $2 million at December 31, 2025 and December 31, 2024, respectively)	$892	$855
Accounts receivable, net (amounts related to consolidated variable interest entities of $876 million and $767 million at December 31, 2025 and December 31, 2024, respectively)	4,268	4,117
Inventories	3,693	3,550
Other current assets	1,586	1,533
Total current assets	10,439	10,055
Property, plant and equipment, net	23,232	22,675
Goodwill	7,218	6,822
Intangibles, net	1,059	1,117
Prepaid pension asset	616	635
Other non-current assets (amounts related to consolidated variable interest entities of $393 million and $389 million at December 31, 2025 and December 31, 2024, respectively)	2,593	2,455
Total assets	$45,157	$43,759
Liabilities and Equity
Current liabilities:
Accounts payable	$3,597	$3,290
Accrued expenses	601	715
Accrued compensation and benefits	997	882
Current portion of debt	346	1,053
Other current liabilities	1,523	1,393
Total current liabilities	7,064	7,333
Non-current debt due after one year (amounts related to consolidated variable interest entities of $376 million and $8 million at December 31, 2025 and December 31, 2024, respectively)	13,427	12,542
Deferred tax liabilities	3,297	3,600
Pension liabilities and other postretirement benefits, net of current portion	697	706
Other non-current liabilities (amounts related to consolidated variable interest entities of $335 million and $335 million at December 31, 2025 and December 31, 2024, respectively)	2,318	2,191
Total liabilities	26,803	26,372
Commitments and Contingencies (Note 21)
Equity:
Preferred stock, $0.001 par value; 500,000,000 shares authorized; 10,000 shares outstanding	—	—
Common stock, $0.001 par value; 9,500,000,000 shares authorized; 522,310,486 and 520,444,261 shares outstanding at December 31, 2025 and December 31, 2024, respectively	1	1
Deferred shares, €1 par value; 25,000 shares authorized; Nil and 25,000 shares outstanding at December 31, 2025 and December 31, 2024, respectively	—	—
Treasury stock, at cost; 1,449,320 and 2,037,589 common stock at December 31, 2025 and December 31, 2024, respectively	(64)	(93)
Capital in excess of par value	16,083	15,948
Accumulated other comprehensive loss	(348)	(1,446)
Retained earnings	2,655	2,950
Total shareholders’ equity	18,327	17,360
Noncontrolling interests	27	27
Total equity	18,354	17,387
Total liabilities and equity	$45,157	$43,759

The accompanying notes are an integral part of these Consolidated Financial Statements.

72

Smurfit Westrock plc

Consolidated Statements of Operations

(in millions, except per share data)

	Years ended December 31,
	2025	2024	2023
Net sales	$31,179	$21,109	$12,093
Cost of goods sold	(25,136)	(16,914)	(9,039)
Gross profit	6,043	4,195	3,054
Selling, general and administrative expenses	(3,819)	(2,737)	(1,572)
Impairment and restructuring costs	(385)	(56)	(32)
Transaction and integration-related expenses associated with the Combination	(120)	(395)	(78)
Operating profit	1,719	1,007	1,372
Interest expense, net	(729)	(398)	(139)
Pension and other postretirement non-service income (expense), net	30	(24)	(49)
Other expense, net	(61)	(25)	(46)
Income before income taxes	959	560	1,138
Income tax expense	(260)	(241)	(312)
Net income	699	319	826
Net income attributable to noncontrolling interests	—	—	(1)
Net income attributable to common shareholders	$699	$319	$825
Basic earnings per share attributable to common shareholders	$1.34	$0.83	$3.19
Diluted earnings per share attributable to common shareholders	$1.33	$0.82	$3.17
The accompanying notes are an integral part of these Consolidated Financial Statements.

73

Smurfit Westrock plc

Consolidated Statements of Comprehensive Income (Loss)

(in millions)

	Years ended December 31,
	2025	2024	2023
Net income	$699	$319	$826
Other comprehensive income (loss), net of tax:
Foreign currency translation gain (loss)	1,219	(895)	410
Defined benefit pension and other postretirement benefit plans	(120)	87	(53)
Net (loss) gain on cash flow hedges	(1)	—	5
Other comprehensive income (loss), net of tax	1,098	(808)	362
Comprehensive income (loss)	1,797	(489)	1,188
Comprehensive income attributable to noncontrolling interests	—	—	(1)
Comprehensive income (loss) attributable to common shareholders	$1,797	$(489)	$1,187
The accompanying notes are an integral part of these Consolidated Financial Statements.

74

Smurfit Westrock plc

Consolidated Statements of Cash Flows

(in millions)

	Years ended December 31,
	2025	2024	2023
Operating activities:
Net income	$699	$319	$826
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
Depreciation, depletion and amortization	2,550	1,464	580
Cash surrender value increase in excess of premiums paid	(44)	(17)	—
Impairment charges	246	24	5
Share-based compensation expense	139	206	66
Deferred income tax benefit	(190)	(137)	(28)
Pension and other postretirement funding more than cost	(111)	(55)	(39)
Other	32	28	(10)
Change in operating assets and liabilities, net of acquisitions and divestitures:
Accounts receivable	164	(144)	245
Inventories	35	62	220
Other assets	(2)	(31)	43
Accounts payable	(23)	(273)	(260)
Income taxes	(71)	(5)	(99)
Accrued liabilities and other	(32)	42	10
Net cash provided by operating activities	3,392	1,483	1,559
Investing activities:
Capital expenditures	(2,192)	(1,466)	(929)
Cash paid for purchase of businesses, net of cash acquired	(6)	(719)	(29)
Proceeds from corporate owned life insurance	26	5	—
Proceeds from sale of property, plant and equipment	12	61	17
Other	17	5	10
Net cash used for investing activities	(2,143)	(2,114)	(931)
Financing activities:
Additions to debt	1,989	5,707	88
Repayments of debt	(1,841)	(4,321)	(136)
Debt issuance costs	(20)	(63)	—
Changes in commercial paper, net	(391)	1	—
Other debt (repayments) additions, net	(18)	2	(4)
Repayments of finance lease liabilities	(43)	(22)	(3)
Tax paid in connection with shares withheld from employees	(69)	(26)	—
Purchases of treasury stock	—	(27)	(30)
Cash dividends paid to shareholders	(900)	(650)	(391)
Other	(5)	6	(3)
Net cash (used for) provided by financing activities	(1,298)	607	(479)
Effect of exchange rate changes on cash and cash equivalents	86	(121)	10
Increase (decrease) in cash and cash equivalents	37	(145)	159
Cash and cash equivalents at January 1	855	1,000	841
Cash and cash equivalents at December 31	$892	$855	$1,000

The accompanying notes are an integral part of these Consolidated Financial Statements.

75

Smurfit Westrock plc

Consolidated Statements of Changes in Equity

(in millions, except per share data)

	Shares of Common Stock	Common Stock	Capital in Excess of Par Value	Treasury Stock	Retained Earnings	Accumulated Other Comprehensive Loss	Total Shareholders' Equity	Noncontrolling Interest (“NCI”)	Total
Balance at December 31, 2022(1)	259	$—	$3,528	$(78)	$3,087	$(1,209)	$5,328	$15	$5,343
Net income	—	—	—	—	825	—	825	1	826
Other comprehensive income, net of tax	—	—	—	—	—	362	362	—	362
Share-based compensation	—	—	64	—	—	—	64	—	64
Issuance of common stock	1	—	—	—	—	—	—	—	—
Purchases of treasury stock	—	—	—	(30)	—	—	(30)	—	(30)
Shares distributed by Smurfit Kappa Employee Trust	—	—	(17)	17	—	—	—	—	—
Dividends declared ($1.50 per share)	—	—	—	—	(391)	—	(391)	—	(391)
Balance at December 31, 2023	260	—	3,575	(91)	3,521	(847)	6,158	16	6,174
Net income	—	—	—	—	319	—	319	—	319
Other comprehensive loss, net of tax	—	—	—	—	—	(808)	(808)	—	(808)
Share-based compensation	—	—	200	—	—	—	200	—	200
Shares distributed by Smurfit Kappa Employee Trust	—	—	(25)	25	—	—	—	—	—
Purchases of treasury stock	—	—	—	(27)	—	—	(27)	—	(27)
Shares of Smurfit Westrock common stock issued to WestRock shareholders and NCI assumed as a result of the Merger	258	1	12,098	—	—	—	12,099	11	12,110
Converted WestRock RSUs and Options attributable to pre- Combination services	—	—	91	—	—	—	91	—	91
Issuance of common stock net of tax paid in connection with shares withheld from employees	2	—	4	—	(26)	—	(22)	—	(22)
Reclassification from retained earnings to accumulated other comprehensive loss	—	—	—	—	(209)	209	—	—	—
Dividends declared ($1.89 per share)(2)	—	—	5	—	(655)	—	(650)	—	(650)
Balance at December 31, 2024	520	1	15,948	(93)	2,950	(1,446)	17,360	27	17,387
Net income	—	—	—	—	699	—	699	—	699
Other comprehensive income, net of tax	—	—	—	—	—	1,098	1,098	—	1,098
Share-based compensation	—	—	137	—	—	—	137	—	137
Shares distributed by Smurfit Kappa Employee Trust	—	—	(18)	18	—	—	—	—	—
Issuance of common stock net of tax paid in connection with shares withheld from employees	2	—	2	—	(69)	—	(67)	—	(67)
Cancellation of deferred shares by Smurfit Kappa Employee Trust	—	—	—	11	(11)	—	—	—	—
Dividends declared ($1.72 per share)(2)	—	—	14	—	(914)	—	(900)	—	(900)
Balance at December 31, 2025	522	$1	$16,083	$(64)	$2,655	$(348)	$18,327	$27	$18,354

(1) Pursuant to the Transaction Agreement, on July 5, 2024 each issued ordinary share, par value €0.001 per share, of Smurfit Kappa (a “Smurfit Kappa Share”) was exchanged for one ordinary share, par value $0.001 per

share, of Smurfit Westrock (a “Smurfit Westrock Share”). The exchange of shares is reflected retroactively to the earliest period presented.

(2) Includes cash dividends and dividend equivalent units declared on certain unvested share-based payment awards.

The accompanying notes are an integral part of these Consolidated Financial Statements.

76

Smurfit Westrock plc

Notes to Consolidated Financial Statements

(in millions, except per share data)

1.  Description of Business and Summary of Significant Accounting Policies

1.1.  Description of Business

Unless the context otherwise requires, or unless indicated otherwise, “we”, “us”, “our”, “Smurfit Westrock” and “the Company” refer

to the business of Smurfit Westrock plc, its wholly-owned subsidiaries and its partially-owned consolidated subsidiaries.

Smurfit Westrock plc is a company limited by shares that is incorporated in Ireland. We are a multinational provider of sustainable

fiber-based paper and packaging solutions. We partner with our customers to provide differentiated, sustainable paper and packaging

solutions that enhance our customers’ prospects of success in their markets. Our team members support customers around the world

from our operating and business locations in North America, South America, Europe, Asia, Africa, and Australia.

Pursuant to a transaction agreement dated as of September 12, 2023 (the “Transaction Agreement”), among Smurfit Westrock, Smurfit

Kappa Group plc (re-registered as Smurfit Kappa Group Limited) (“Smurfit Kappa”), WestRock Company (“WestRock”) and Sun

Merger Sub, LLC (“Merger Sub”) the following was completed (i) Smurfit Westrock acquired Smurfit Kappa by means of a scheme

of arrangement under the Irish Companies Act (the “Smurfit Kappa Share Exchange”) and (ii) Merger Sub merged with and into

WestRock, with WestRock continuing as the surviving entity (the “Merger” and, together with the Smurfit Kappa Share Exchange, the

“Combination”). The Combination closed on July 5, 2024 (the “Closing Date”). Upon the completion of the Combination, Smurfit

Kappa and WestRock each became wholly-owned subsidiaries of Smurfit Westrock.

1.2.  Basis of Presentation and Principles of Consolidation

Other than activities related to its formation and in anticipation of the Combination, Smurfit Westrock did not conduct any operations

from its incorporation until completion of the Combination. Given the non-operational nature of Smurfit Westrock prior to the

Combination, the Smurfit Kappa Share Exchange is not considered a business combination and does not give rise to any goodwill or

adjustments to accounting basis.

The Consolidated Financial Statements of Smurfit Westrock following the Smurfit Kappa Share Exchange are a continuation of the

financial statements of Smurfit Kappa. The comparative financial information presented in these Consolidated Financial Statements

reflect the pre-Combination carrying values of Smurfit Kappa with the legal share capital retroactively adjusted to reflect the legal

capital of Smurfit Westrock as the successor after giving effect to the Smurfit Kappa Share Exchange.

The Merger is recognized as a business combination under Accounting Standards Codification (“ASC”) 805, “Business

Combinations” (“ASC 805”). Smurfit Kappa was determined to be the accounting acquirer of WestRock. Accordingly, the financial

statements reflected in these Consolidated Financial Statements include WestRock's financial position and results of operations for the

period subsequent to the completion of the Combination on July 5, 2024.

Refer to “Note 2. Acquisitions” for additional information related to the accounting for the Combination.

The Consolidated Financial Statements have been derived from the historical accounting records of the Company and were prepared in

accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”). The Company’s fiscal year end is

December 31. The reporting currency is the United States dollar (“the U.S. dollar”).

The Consolidated Financial Statements include the accounts of Smurfit Westrock plc, and our wholly and partially owned subsidiaries

for which we have a controlling financial interest, including variable interest entities for which we are the primary beneficiary. We

have eliminated all intercompany accounts and transactions.

The Company consolidates entities in which it has a controlling financial interest based on either the Variable Interest Entity (“VIE”)

or voting interest model.

77

Smurfit Westrock plc

Notes to Consolidated Financial Statements

(in millions, except per share data)

The Company consolidates entities that are VIEs when the Company determines it is the primary beneficiary. Generally, the primary

beneficiary of a VIE is a reporting entity that has (a) the power to direct the activities that most significantly affect the VIE’s economic

performance, and (b) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be

significant to the VIE.

Due to rounding, numbers presented throughout this document may not add up precisely to the totals provided and percentages may

not precisely reflect the absolute figures.

1.3.  Reclassifications and Adjustments

During the year ended December 31, 2025, we changed the presentation of our debt footnote to present the unamortized fair value

adjustments, debt discounts and premiums as a single line, alongside debt issuance costs. Previously, these items were included within

the carrying amounts of each facility. Prior year amounts in “Note 15. Debt” have been reclassified to conform to the current period

presentation. This change affected presentation only and had no impact on total assets, liabilities, stockholders’ equity, net income, or

cash flows.

1.4.  Use of Estimates

The preparation of Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and

assumptions that affect the reported amounts of assets and liabilities at the date of the Consolidated Financial Statements and the

reported amounts of revenues and expenses during the reporting period. These estimates and the underlying assumptions affect the

amounts of assets and liabilities reported, disclosures about gain contingencies and contingent liabilities and reported amounts of

revenues and expenses, including income taxes. Such estimates include the fair value of assets acquired and assumed liabilities in a

business combination, determining goodwill and measuring impairment, income taxes and pension and other postretirement benefits.

These estimates and assumptions are based on management’s judgment. Actual results may differ from those estimates, and the

differences could be material.

We base our estimates on the current information available, our experiences and various other assumptions believed to be reasonable

under the circumstances. The process of determining significant estimates is fact specific and takes into account factors such as

historical experience, current and expected economic conditions, product mix, and in some cases, actuarial techniques. We regularly

evaluate these significant factors and make adjustments in the Consolidated Financial Statements where facts and circumstances

dictate.

1.5.  Revenue Recognition

Generally, we recognize revenue on a point-in-time basis when the customer takes title to the goods and assumes the risks and rewards

for the goods, which coincides with the transfer of control of our goods to the customer upon delivery. Additionally, we manufacture

certain customized products that have no alternative use to us (since they are made to specific customer specifications), and we believe

that for certain customers we have a legally enforceable right to payment for performance completed to date on these products,

including a reasonable profit. For products that meet these two criteria, we recognize revenue over time. This results in revenue

recognition prior to the date of shipment or title transfer for these products and results in the recognition of a contract asset (unbilled

receivables) with a corresponding reduction in finished goods inventory on our Consolidated Balance Sheets.

Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods and is derived primarily

from fixed consideration. Certain contracts may also include variable consideration, typically in the form of volume-based rebates and

early settlement discounts. If a contract with a customer includes variable consideration, we estimate the expected impact based on

historical experience and net the provisions for volume-based rebates, early settlement discounts and other adjustments against our

gross sales. We concluded this method is consistent with the most likely amount method under ASC 606, “Revenue from Contracts

with Customers” (“ASC 606”) and allows us to make the best estimate of the consideration we will be entitled to from customers.

78

Smurfit Westrock plc

Notes to Consolidated Financial Statements

(in millions, except per share data)

As permitted by ASC 606, we have elected to treat costs associated with obtaining new contracts as expenses when incurred if the

amortization period of the asset we would recognize is one year or less. We do not record interest income when the difference in

timing of control transfer and customer payment is one year or less. No element of financing is deemed present as the sales are made

with credit terms consistent with market practice and are in line with normal credit terms in the entities’ country of operation.

We also account for sales and other taxes that are imposed on and concurrent with individual revenue-producing transactions between

a customer and us on a net basis which excludes the taxes from our net sales.

1.6.  Shipping and Handling Costs

We account for shipping and handling activities as fulfillment costs. Accordingly, we classify shipping and handling costs, such as

freight to our customers’ destinations, as a component of cost of goods sold while amounts billed to customers are classified as a

component of net sales.

1.7.  Cash and Cash Equivalents

We consider all highly liquid investments that mature three months or less from the date of purchase to be cash equivalents. The

carrying amounts of our cash and cash equivalents approximate fair market values.

1.8.  Accounts Receivable and Allowances

Our accounts receivable balance arises from a diverse and varied customer base, across the Company’s operations and as such there is

no significant concentration of credit risk. Credit evaluations are performed on all customers over certain thresholds and all customers

are subject to continued monitoring. Credit limits are reviewed on a regular basis.

We perform an evaluation of the current expected credit losses inherent in our accounts receivable at each balance sheet date. Such an

evaluation includes consideration of historical loss experience, trends in customer payment frequency, present economic conditions

and judgment about the future financial health of our customers. Generally, credit terms associated with our receivables collection are

approximately 30 to 90 days.

We state accounts receivable at the amount owed by the customer, net of allowances for estimated credit impairment losses, returns,

early settlement discounts and rebates (when netting conditions are met). We do not discount accounts receivable because we

generally collect accounts receivable over a relatively short time. We write off receivables when they are no longer determined to be

collectible.

See “Note 7. Accounts Receivable, net” for additional information on accounts receivable and allowances. See “Note 14. Fair Value

Measurement” and “Note 15. Debt” for additional information on receivables securitization facilities.

1.9.  Inventories

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is determined on a first-in, first-out basis

and includes expenditure incurred in acquiring the inventories and bringing them to their present location and condition.

Raw materials are valued on the basis of purchase cost on a first-in, first-out basis. For finished goods and work-in-progress, cost

includes direct materials, direct labor and attributable overheads based on normal operating capacity and excludes borrowing costs.

Net realizable value is the estimated proceeds of sale less costs to completion and any costs to be incurred in selling and distribution.

We include the cost of wood harvested from forestlands in the carrying values of raw materials.

79

Smurfit Westrock plc

Notes to Consolidated Financial Statements

(in millions, except per share data)

Full provision is made for all damaged, deteriorated and unusable material. The Company regularly reviews inventory quantities on-

hand for excess and obsolete inventory and, when circumstances indicate, records charges to write-down inventories to their estimated

net realizable value. Any write-down of inventory to net realizable value creates a new cost basis for that inventory. Materials and

other supplies held for use in the production of inventories are not written down below cost if the finished goods, in which they will be

incorporated, are expected to be sold at or above cost. See “Note 8. Inventories” for additional information.

1.10.  Leased Assets

We lease various real estate, including certain operating facilities, warehouses, office space and land. We also lease equipment and

vehicles.

At inception of a contract, we assess whether a contract is, or contains, a lease. A contract is, or contains, a lease, if the contract

conveys a right to control the use of an identified asset for a period of time in exchange for consideration. We recognize a right-of-use

(“ROU”) asset and a lease liability at the lease commencement date which is the date at which the asset is made available for our use.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease

payments arising from the lease. We categorize leases with contractual terms longer than 12 months as either operating or finance.

Finance leases are generally those leases that allow us to substantially utilize or pay for the entire asset over its estimated life. Assets

acquired under finance leases are recorded in “Property, plant and equipment, net.” All other leases are categorized as operating

leases.

For operating and finance leases, the lease liability is initially measured at the present value of the future lease payments at the lease

commencement date. The lease liability is subsequently measured at amortized cost using the effective-interest method. Our leases

may include options to extend or terminate the lease. These options to extend are included in the lease term when it is reasonably

certain that we will exercise that option. As the implicit rate is generally not readily determinable for our leases, we apply a portfolio

approach using an estimated incremental borrowing rate to determine the initial present value of lease payments over the lease terms

on a collateralized basis over a similar term, which is based on market and company specific information.

We use the unsecured borrowing rate and risk-adjust that rate to approximate a collateralized rate, and apply the rate based on the

currency of the lease.

While some leases provide for variable payments, they are not included in the ROU assets and liabilities because they are not based on

an index or rate. Variable payments for real estate leases primarily relate to common area maintenance, insurance, taxes and utilities.

Variable payments for equipment, vehicles and leases within supply agreements primarily relate to usage, repairs, and maintenance.

We have made an accounting policy election to not recognize an ROU asset and liability for leases with a term of 12 months or less

unless the lease includes an option to renew or purchase the underlying asset that we are reasonably certain to exercise. In addition, the

Company has applied the practical expedient to account for the lease and non-lease components as a single lease component for all of

the Company's leases. See “Note 13. Leases” for additional information.

1.11.  Property, Plant and Equipment

We record property, plant and equipment at cost less accumulated depreciation and impairment charges. Cost includes major

expenditures for improvements and replacements that extend useful lives, increase capacity, increase revenues or reduce costs, while

normal maintenance and repairs are expensed as incurred. For financial reporting purposes, we provide depreciation and amortization

primarily on a straight-line method generally over the estimated useful lives of the assets as follows:

Buildings and Building Improvements        10 - 40 years

Plant and Equipment        3 - 25 years

Leasehold improvements are depreciated over the shorter of the asset life or the lease term, generally between 3 and 15 years.

80

Smurfit Westrock plc

Notes to Consolidated Financial Statements

(in millions, except per share data)

The estimated residual value and the useful lives of assets are reviewed at each reporting date. The useful lives of assets could be

reduced by climate-related factors, for example, because of physical risks, obsolescence or legal restrictions. Capital expenditures will

continue to be required for ongoing projects in order to meet our climate change targets and the useful lives of future capital

expenditure may differ from current assumptions, however there are no significant changes in the estimates of useful lives during the

current financial year. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount. These are

included in the Consolidated Statements of Operations.

Capitalization of costs in respect of constructing an asset commences when it is probable that future economic benefits associated with

the asset will flow to the Company and the cost of the asset can be measured reliably. Cost includes expenditures that are directly

attributable to the construction of the asset. Construction in progress is not depreciated and is assessed for impairment when there is an

indicator of impairment. When these assets are available for use, they are transferred out of construction in progress to the applicable

heading under property, plant and equipment.

Forestlands consist of standing timber. Timber is stated at cost less depletion. Depletion refers to the carrying value of timber that is

harvested. Costs related to acquiring, planting and growing timber and expenditure directly attributable to the timber are capitalized.

At the time of harvest, the cost of the wood harvested is included in inventories.

1.12.  Goodwill and Non-current Assets

The amount of goodwill acquired in a business combination that is assigned to one or more reporting units as of the acquisition date is

the excess of the purchase price of the acquired businesses (or portion thereof) included in the reporting unit, over the fair value

assigned to the individual assets acquired or liabilities assumed from a market participant perspective. Goodwill is assigned to the

reporting unit(s) expected to benefit from the synergies of the combination even though other assets or liabilities of the acquired entity

may not be assigned to that reporting unit. We determine recoverability by comparing the estimated fair value of the reporting unit to

which the goodwill applies to the carrying value, including goodwill, of that reporting unit.

In accordance with ASC 350, “Intangibles – Goodwill and Other” (“ASC 350”), we review the carrying value of our goodwill

annually in the fourth quarter or more often if events or changes in circumstances indicate that the carrying amount may exceed fair

value. We test goodwill for impairment at the reporting unit level, which is an operating segment or one level below an operating

segment, referred to as a component. A component of an operating segment is a reporting unit if the component constitutes a business

for which discrete financial information is available and segment management regularly reviews the operating results of that

component. However, two or more components of an operating segment are aggregated and deemed a single reporting unit if the

components have similar economic characteristics. We determine the fair value of each reporting unit using the discounted cash flow

method or, as appropriate, a combination of the discounted cash flow method and the guideline public company method.

81

Smurfit Westrock plc

Notes to Consolidated Financial Statements

(in millions, except per share data)

ASC 350 allows an optional qualitative assessment, prior to a quantitative assessment test, to determine whether it is “more likely than

not” that the fair value of a reporting unit exceeds its carrying amount. We evaluate goodwill for impairment by first performing a

qualitative assessment to determine whether a quantitative goodwill test is necessary. If the Company determines, based on qualitative

factors, that the fair value of each reporting unit more likely than not exceeds its carrying value, no further assessment is necessary. If

based on qualitative factors, the fair value of the reporting unit may more likely than not be less than its carrying amount, a

quantitative goodwill impairment test would be required. For reporting units where the Company performs the quantitative goodwill

impairment test, an impairment loss is recorded to the extent that the reporting unit’s carrying amount exceeds the reporting unit’s fair

value. As part of the quantitative test, we utilize the present value of expected cash flows or, as appropriate, a combination of the

present value of expected cash flows and the guideline public company method to determine the estimated fair value of our reporting

units. This present value model requires management to estimate future cash flows, the timing of these cash flows, and a discount rate

(based on a weighted average cost of capital), which represents the time value of money and the inherent risk and uncertainty of the

future cash flows. Factors that management must estimate when performing this step in the process include, among other items, sales

volume, sales prices, inflation, discount rates, exchange rates, tax rates, anticipated synergies and productivity improvements resulting

from past acquisitions, capital expenditures and continuous improvement projects. The assumptions we use to estimate future cash

flows are consistent with the assumptions that the reporting units use for internal planning purposes, which we believe would be

generally consistent with that of a market participant. If we determine that the estimated fair value of the reporting unit exceeds its

carrying amount, goodwill of the reporting unit is not impaired. If we determine that the carrying amount of the reporting unit exceeds

its estimated fair value, we measure the goodwill impairment charge based on the excess of a reporting unit’s carrying amount over its

fair value, but not in excess of the total amount of goodwill allocated to the respective reporting unit, as required under ASU 2017-04

“Simplifying the Test for Goodwill Impairment”.

The Company has capitalized certain contractual or separable intangible assets, primarily customer relationships, trade names and

trademarks, developed technology, software assets and land use rights. These intangible assets are amortized based on the expected

pattern in which the economic benefits are consumed or straight-line if the pattern was not reliably determinable. The useful lives of

intangible assets other than goodwill are finite and range from two to twenty-two years. Amortization is recognized as an expense

within “Selling, general and administrative expenses” and “Cost of goods sold” in the Consolidated Statements of Operations.

We follow the provisions included in ASC 360, “Property, Plant, and Equipment” in determining whether the carrying value of any of

our non-current assets, including ROU assets and amortizable intangibles other than goodwill, is impaired. We determine whether

indicators of impairment are present. We review non-current assets for impairment when events or changes in circumstances indicate

that the carrying amount of the non-current asset might not be recoverable. If we determine that indicators of impairment are present,

we determine whether the estimated undiscounted cash flows for the potentially impaired assets are less than the carrying value.

This requires management to estimate future cash flows through operations over the remaining useful life of the asset and its ultimate

disposition. The assumptions we use to estimate future cash flows are consistent with the assumptions we use for internal planning

purposes, updated to reflect current expectations. If our estimated undiscounted cash flows do not exceed the carrying value, we

estimate the fair value of the asset and record an impairment charge if the carrying value is greater than the fair value of the asset. We

estimate fair value using discounted cash flows, observable prices for similar assets, or other valuation techniques.

Our judgments regarding the existence of impairment indicators are based on legal factors, market conditions and operational

performance. Future events could cause us to conclude that impairment indicators exist and that assets associated with a particular

operation are impaired. Evaluating impairment also requires us to estimate future operating results and cash flows, which also require

judgment by management. Any resulting impairment loss could have a material adverse impact on our financial condition and results

of operations.

82

Smurfit Westrock plc

Notes to Consolidated Financial Statements

(in millions, except per share data)

1.13.  Business Combinations

In accordance with ASC 805, we recognize the identifiable assets acquired, the liabilities assumed, and any noncontrolling interests in

an acquiree at their fair values as of the date of acquisition. We measure goodwill as the excess of consideration transferred, which we

also measure at fair value, over the net of the acquisition date fair values of the identifiable assets acquired and liabilities assumed. The

acquisition method of accounting requires us to make significant estimates and assumptions regarding the fair values of the elements

of a business combination as of the date of acquisition, including the fair values of identifiable property, plant and equipment,

intangible assets, deferred tax asset valuation allowances, liabilities including those related to debt, pensions and other postretirement

plans, unrecognized tax benefits, contingent consideration and contingencies. Significant estimates and assumptions include subjective

and/or complex judgments regarding items such as discount rates, customer attrition rates, economic lives and other factors, including

estimating future cash flows that we expect to generate from the acquired assets.

The acquisition method of accounting also requires us to refine these estimates over a measurement period not to exceed one year to

reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have

affected the measurement of the amounts recognized as of that date. If we are required to adjust provisional amounts that we have

recorded for the fair values of assets and liabilities in connection with acquisitions, these adjustments could have a material impact on

our financial condition and results of operations. If the subsequent actual results and updated projections of the underlying business

activity change compared with the assumptions and projections used to develop these values, we could record future impairment

charges. In addition, we have estimated the economic lives of certain acquired assets and these lives are used to calculate depreciation

and amortization expense. If our estimates of the economic lives change, depreciation or amortization expenses could be increased or

decreased, or the acquired asset could be impaired. Acquisition related costs are expensed as incurred.

In a business combination achieved in stages, the cost includes the acquisition date fair value of any pre-existing equity interest in the

subsidiary. When settlement of all or part of a business combination is deferred, the fair value of the deferred component is determined

by discounting the amounts payable to their present value at the date of exchange. Where a business combination agreement provides

for an adjustment to the purchase consideration which is contingent on future events, the contingent consideration is measured at fair

value. Any subsequent remeasurement of the contingent amount is recognized in the Consolidated Statements of Operations if it is

identified as a financial liability.

1.14.  Impairment and Restructuring Costs

When we close a facility, if necessary, we recognize a write-down to reduce the carrying value of related property, plant and

equipment and lease ROU assets to their fair value and record charges for severance and other employee-related costs.

For termination costs associated with employees covered by a written or substantive plan, a liability is recorded when it is probable

that employees will be entitled to benefits and the amount can be reasonably estimated. For termination costs associated with

employees not covered by a written and broadly communicated policy covering involuntary termination benefits (severance plan), a

liability is recorded for costs to terminate employees (one-time termination benefits) when the termination plan has been approved and

committed to by management, the employees to be terminated have been identified, the termination plan benefit terms are

communicated, the employees identified in the plan have been notified and actions required to complete the plan indicate that it is

unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The timing and amount of an accrual is

dependent upon the type of benefits granted, the timing of communication and other provisions that may be provided in the benefit

plan.

If property, plant and equipment become impaired as a result of the Company’s restructuring efforts, these assets are written down to

their fair value less costs to sell, as the Company commits to dispose of them, and they are no longer in use. Depreciation is

accelerated on property, plant and equipment for the period of time the asset continues to be used until the asset ceases to be used.

For facility closures, we also generally expect to record costs for equipment and inventory relocation, facility carrying costs and costs

to terminate a lease or contract before the end of its term.

83

Smurfit Westrock plc

Notes to Consolidated Financial Statements

(in millions, except per share data)

Identifying and calculating the cost to exit operations requires certain assumptions to be made, the most significant of which are

anticipated future liabilities, including severance costs, contractual obligations, and the adjustments of property, plant and equipment

and lease ROU assets to their fair value. Our estimates are reasonable, considering our knowledge of the industry we operate in,

previous experience in exiting activities and valuations we may obtain from independent third parties.

1.15.  Fair Value of Financial Instruments and Nonfinancial Assets and Liabilities

We estimate fair values in accordance with ASC 820 “Fair Value Measurement” (“ASC 820”). ASC 820 provides a framework for

measuring fair value and expands disclosures required about fair value measurements. Specifically, ASC 820 sets forth a definition of

fair value and a hierarchy prioritizing the inputs to valuation techniques. ASC 820 defines fair value as the price that would be

received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in

an orderly transaction between market participants on the measurement date. Additionally, ASC 820 defines levels within the

hierarchy based on the availability of quoted prices for identical items in active markets, similar items in active or inactive markets and

valuation techniques using observable and unobservable inputs. We incorporate credit valuation adjustments to reflect both our own

nonperformance risk and the respective counterparty’s nonperformance risk in our fair value measurements.

The hierarchy consists of:

•Level 1: fair value measurements represent exchange-traded securities, which are valued at quoted prices (unadjusted) in

active markets for identical assets or liabilities that the Company has the ability to access as of the reporting date;

•Level 2: fair value measurements are determined using input prices that are directly observable for the asset or liability or

indirectly observable through corroboration with observable market data; and

•Level 3: fair value measurements are determined using unobservable inputs, such as internally developed pricing models for

the asset or liability due to little or no market activity for the asset or liability.

Financial instruments not recognized at fair value on a recurring or non-recurring basis include cash and cash equivalents, accounts

receivable, certain other current assets, short-term debt, accounts payable, certain other current liabilities and non-current debt. With

the exception of debt with fixed interest rates, the carrying amounts of these financial instruments approximate their fair values due to

either their variable interest rates or short maturities. The fair value of debt such as debentures and various notes are based on quoted

market prices as of the balance sheet date. The fair value of the revolving credit facility approximates its carrying value due to the

nature of the repricing and interest based on variable rates. We measure the fair value of our mutual fund investments based on quoted

prices in active markets. Additionally, we measure our derivative contracts, if any, based on observable inputs such as interest rates,

yield curves, spot and future commodity prices, and spot and future exchange rates.

We discuss fair values in more detail in “Note 14. Fair Value Measurement” and our pension and postretirement assets and liabilities

in “Note 19. Retirement Plans and Deferred Compensation Arrangements”.

1.16.  Income Taxes

We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities

for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax

assets and liabilities are determined based on the differences between the financial statement carrying amount and the tax basis of

assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a

change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The tax

effects of accumulated other comprehensive income are eliminated when the circumstances upon which it is premised cease to exist.

Where applicable, the portfolio approach is utilized. All deferred tax assets and liabilities are classified as non-current in our

Consolidated Balance Sheets.

We reduce deferred tax assets with a valuation allowance to the amount we believe is more-likely than-not to be realized. In making

such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary

differences, projected future taxable income, tax-planning strategies, recent financial operations and carry back availability, if any. In

the event we were to determine that we would be able to realize or not realize our deferred tax assets in the future at their net recorded

amount, we would make an adjustment to the valuation allowance, which would reduce or increase income tax expense, respectively.

84

Smurfit Westrock plc

Notes to Consolidated Financial Statements

(in millions, except per share data)

Certain provisions of ASC 740, “Income Taxes” (“ASC 740”) provide that a “tax position that meets the more-likely-than-not

recognition threshold shall initially and subsequently be measured as the largest amount of tax benefit that is greater than 50 percent

likely of being realized upon settlement with a taxing authority that has full knowledge of all relevant information.” We use significant

judgment in (i) determining whether a tax position, based solely on its technical merits, is more-likely- than-not to be sustained upon

examination and (ii) measuring the tax benefit as the largest amount of benefit that is greater than 50-percent likely of being realized

upon settlement. We do not record any benefit for the tax positions where we do not meet the initial recognition threshold. Income tax

positions must meet the ASC 740 recognition criteria as of the reporting date to be recognized. We recognize interest related to tax

positions in “Income tax expense” in the Consolidated Statements of Operations. We recognize penalties related to tax positions in

“Income tax expense” in the Consolidated Statements of Operations. Resolutions of tax positions could have a material adverse effect

on our cash flows or materially benefit our results of operations in future periods upon their resolution.

The Company has made an accounting policy election to account for the income tax effect(s) of U.S. Global Intangible Low-Taxed

Income (GILTI) as a period cost. The Company had made an accounting policy election to account for the income tax effect(s) of

investment tax credits under the flow-through method.

1.17.  Pension and Other Postretirement Benefits

We sponsor pension and other postretirement benefits in the U.S. and most of the other countries in which we operate. We use a

December 31 measurement date for these plans. We measure our plan assets at fair value and the obligations at the present value of the

estimated payments to plan participants. We measure the vested benefit obligation as the actuarial present value of the vested benefits

to which the employee is currently entitled but based on the employee's expected date of separation of retirement. We recognize the

net funded position of our plans as assets or liabilities in our Consolidated Balance Sheets. Estimated future payments are determined

based on assumptions. Actuarial gains and losses occur when actual experience differs from the estimates used to determine the

components of net periodic pension cost including differences between actual and expected returns on plan assets, plan remeasurement

and when certain assumptions used to determine the projected benefit obligation are updated, such as but not limited to, changes in the

discount rate and the change in the rate of compensation.

The amount of unrecognized actuarial gains and losses recognized in the current year’s operations is based on amortizing the

unrecognized gains or losses for each plan that exceed the larger of 10% of the projected benefit obligation or the fair value of plan

assets, also known as “the corridor”. The amount of unrecognized gain or loss that exceeds the corridor is amortized over the average

future service of the plan participants or the average life expectancy of inactive plan participants for plans where all or almost all the

plan participants are inactive.

1.18.  Share-based Compensation

We recognize an expense for share-based compensation plans based on the estimated fair value of the related awards. We measure

share-based compensation awards using fair value-based measurement methods determined at the grant date. The compensation

expense is recognized using the straight-line method over the requisite service period for time-based awards. For awards vesting based

on market conditions, a compensation expense is recognized whether or not the market condition is met, as long as the service

condition is met. For awards vesting based on performance conditions, compensation expense is recognized over the requisite service

period only if it is probable that the performance condition will be achieved. The Company reassesses the probability of vesting at

each reporting period and adjusts the compensation expense based on its probability assessment. The Company issues new shares of

common stock to satisfy the vesting of stock-based awards, other than for the deferred bonus plan for which treasury stock is used.

Forfeitures are estimated based on historical experience.

85

Smurfit Westrock plc

Notes to Consolidated Financial Statements

(in millions, except per share data)

1.19.  Foreign Currency

The Consolidated Financial Statements are presented in the U.S. dollar, which is the reporting currency of the Company. We translate

the assets and liabilities of our foreign operations to U.S. dollars using end-of-period exchange rates. Changes in the carrying value of

these assets and liabilities attributable to fluctuations in exchange rates are recognized in “Foreign currency translation gain (loss)”, a

component of “Other comprehensive income (loss), net of tax”. We translate income statement activity of our foreign operations to

U.S. dollar using the average exchange rate prevailing during the period. On disposal of a foreign operation, accumulated currency

translation differences are reclassified to profit or loss as part of the overall gain or loss on disposal.

Monetary assets and liabilities denominated in foreign currencies are translated into functional currency at the foreign exchange rate at

the reporting date. Non-monetary assets and liabilities carried at cost are not subsequently retranslated. Non-monetary assets carried at

fair value are subsequently remeasured at the exchange rate at the date of valuation. Gains or losses arising on foreign currency

remeasurements are recorded within “Other expense, net” in the Consolidated Statements of Operations with the exception of

differences on foreign currency borrowings that qualify as a hedge of the Company’s net investment in foreign operations. The portion

of exchange gains or losses on foreign currency borrowings used to provide a hedge against a net investment in a foreign operation

and that is determined to be an effective hedge is recognized in “Other comprehensive income (loss), net of tax”.

We recorded a loss on foreign currency transactions of $33 million, $22 million and $52 million in the years ended December 31,

2025, 2024 and 2023, respectively.

1.20.  Supplier Finance Program Obligations 

We maintain supplier finance programs whereby we have entered into payment processing agreements with certain financial

institutions. These agreements allow participating suppliers to track payment obligations from Smurfit Westrock, and if voluntarily

elected by the supplier, to sell payment obligations from Smurfit Westrock to financial institutions at a discounted price. We are not a

party to the agreements between the participating financial institutions and the suppliers in connection with the program, and we do

not reimburse suppliers for any costs they incur for participation in the program. We have not pledged any assets as security or

provided any guarantees as part of the programs. We have no economic interest in our suppliers’ decisions to participate in the

programs. Our responsibility is limited to making payment in full to the respective financial institution according to the terms

originally negotiated with the supplier, which generally do not exceed 120 days. Smurfit Westrock or the financial institutions may

terminate the agreements upon 30 or 90 days’ notice. These obligations are classified as accounts payable within the Consolidated

Balance Sheets.

The Company's outstanding payment obligations to financial institutions for the years ended December 31, 2025 and December 31,

2024 were as follows:

	2025	2024
Outstanding payment obligations at January 1	$450	$—
Assumed as part of the Combination	—	440
Amounts added during the period	1,408	792
Amounts settled during the period	(1,497)	(782)
Outstanding payment obligations at December 31	$361	$450

1.21.  Repair and Maintenance Costs

We expense routine repair and maintenance costs as we incur them. We defer certain expenses we incur during planned major

maintenance activities and recognize the expenses ratably over the shorter of the estimated interval until the next major maintenance

activity or the life of the deferred item. This maintenance is generally performed every 12 to 24 months and has a significant impact on

our results of operations in the period performed primarily due to lost production during the maintenance period. The deferred planned

major maintenance costs are recorded as assets within “Other non-current assets” on the Consolidated Balance Sheets.

86

Smurfit Westrock plc

Notes to Consolidated Financial Statements

(in millions, except share and per share data)

1.22.  New Accounting Standards Recently Adopted

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This

ASU requires the annual financial statements to include consistent categories and greater disaggregation of information in the rate

reconciliation, and income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for the Company’s annual reporting

periods beginning after December 15, 2024. Adoption is either with a prospective method or a retrospective method of transition.

Early adoption is permitted. The Company adopted this ASU in these Consolidated Financial Statements by including the required

applicable disclosures on a prospective basis. See “Note 18. Income Taxes“ for more information.

1.23.  New Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation

Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”). This ASU requires new financial

statement disclosures disaggregating prescribed expense categories within relevant income statement expense captions. ASU 2024-03

will be effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027.

Adoption is either with a prospective method or a retrospective method of transition. Early adoption is permitted. The Company is

currently evaluating the impact of this standard on its disclosures in the Consolidated Financial Statements.

2.  Acquisitions

2024 Acquisitions

As referred to in “Note 1. Description of Business and Summary of Significant Accounting Policies”, the Combination (consisting of

the Merger with WestRock and the Smurfit Kappa Share Exchange) closed on July 5, 2024. The Combination created a global

leadership position for the Company in sustainable packaging, characterized by quality, product, and geographic diversity.

Merger Consideration 

The following table summarizes the components of the aggregate consideration for the Merger. The amounts are calculated by

reference to Smurfit Kappa’s share price of £36.56 on the Closing Date, translated to U.S. dollars using the closing exchange rate as of

that date. 

Cash paid for outstanding WestRock Stock(1)	$1,291
Smurfit Westrock Shares issued to WestRock Shareholders(2)	12,098
Converted WestRock Options and WestRock RSU Awards attributable to pre-Combination service(3)	101
Settlement of pre-existing relationships, trade and other payable and receivable balances with WestRock(4)	(29)
Aggregate Merger Consideration	$13,461

(1) The cash component of the aggregate Merger Consideration is based on 258,228,403 shares of WestRock Stock multiplied by the Cash Consideration of $5.00 per

WestRock share.

(2) Value of Smurfit Westrock Shares issued is based on 258,228,403 shares of outstanding WestRock Stock resulting in the issue of 258,228,403 Smurfit Westrock

Shares at the closing share price of £36.56 on July 5, 2024, translated to U.S. dollars using the closing exchange rate of £1 to $1.2815 as of that date. 

(3) Consideration for WestRock Options and WestRock restricted stock unit (“RSU”) Awards replaced with Smurfit Westrock equity awards with similar terms, and the

amount represents the consideration for their replacement. A portion of the fair value of Smurfit Westrock equity awards issued represents consideration transferred,

while the remaining portion represents the post-Combination compensation expense based on the vesting terms of the converted awards. Also included, is the

Merger Consideration in respect of WestRock Director RSU Awards, settled options held by former WestRock employees and vested and unreleased RSU awards

all of which converted into WestRock Stock immediately prior to the Closing Date.

(4) Component of Merger Consideration in respect of the settlement for no gain or loss of trade and other receivable and payable balances with WestRock as of the date

of the Merger. The Merger Consideration has been increased by the amount of the settled Smurfit Kappa receivable of $3 million in respect of sales to WestRock

and has been reduced to account for the effective settlement of accounts payable of $32 million in respect of trade and other purchases from WestRock. The

WestRock receivable and payable in respect of these inter-company transactions were not recognized as an acquired asset or assumed liability.

87

Smurfit Westrock plc

Notes to Consolidated Financial Statements

(in millions, except per share data)

Purchase Price Allocation 

Smurfit Westrock management determined that Smurfit Kappa is the accounting acquirer in the Merger, which was accounted for

under the acquisition method of accounting for business combinations in accordance with ASC 805.  

During the third quarter of 2025, based on the finalization of valuation and internal reviews, we completed the purchase price

allocation. The excess of the purchase price over the fair value of net assets acquired was allocated to goodwill. 

The following table summarizes the purchase price allocation to the fair value of the assets acquired and liabilities assumed:

	Preliminary Allocation	Measurement Period Adjustments	Final Allocation
Identifiable net assets:
Cash and cash equivalents	$603	$—	$603
Accounts receivable	2,374	—	2,374
Inventories	2,504	29	2,533
Other current assets	825	(29)	796
Property, plant and equipment	17,567	35	17,602
Intangibles	922	41	963
Prepaid pension asset	558	—	558
Other non-current assets	1,765	76	1,841
Accounts payable	(2,018)	—	(2,018)
Accrued compensation and benefits	(447)	—	(447)
Current portion of debt	(1,285)	—	(1,285)
Other current liabilities	(1,123)	(42)	(1,165)
Non-current debt due after one year	(7,438)	(2)	(7,440)
Deferred tax liabilities	(3,523)	94	(3,429)
Pension liabilities and other postretirement benefits, net of current portion	(299)	—	(299)
Other non-current liabilities	(1,872)	(76)	(1,948)
Noncontrolling interests	(11)	—	(11)
Identifiable net assets acquired as of July 5, 2024	9,102	126	9,228
Goodwill arising on Merger	4,359	(126)	4,233
Aggregate Merger Consideration	$13,461	$—	$13,461

Measurement period adjustments primarily related to the adjustments in the fair values of the acquired property, plant and equipment

and other intangible assets from the third-party valuation and related impact on deferred income taxes. The measurement period

adjustments are based on facts and circumstances that existed, but were not known, as of the acquisition date.

The goodwill arising from the Merger is attributable to the workforce of the acquired business and the significant synergies expected

to arise after the Merger. Of the total goodwill recognized on the Merger, $3,949 million was allocated to the North American

segment, $203 million was allocated to the LATAM segment and $81 million was allocated to the Europe, MEA and APAC segment.

Of the total goodwill recognized, $187 million is estimated to be deductible for tax purposes.

The fair value of the assets acquired included accounts receivable of $2,374 million that were not purchased financial assets with

credit deterioration. The gross amount due under contracts was $2,429 million of which $55 million was expected to be uncollectible.

The fair value of acquired property, plant and equipment was determined primarily using the cost approach method. Due to the

specialized industrial nature of our plant and machinery assets, we have primarily applied the depreciated replacement cost method to

determine their acquisition date fair value. These valuations resulted in Level 3 non-recurring fair value measurements.

The preliminary fair values of intangible assets were generally determined using income-based methods, including the multi-period

excess earnings method, the relief from royalty method and cost saving approach.  

88

Smurfit Westrock plc

Notes to Consolidated Financial Statements

(in millions, except per share data)

The identifiable intangible assets acquired are presented in the following table: 

	Fair Value	Weighted Average Useful Lives (in years)
Customer relationships	$459	14
Trade names and trademarks	228	10
Developed technology	179	12
Software assets	93	5
Land use rights	4	22
Intangible assets acquired	$963	12

The Company incurred transaction-related (reversals) expenses associated with the Combination of $(2) million, $202 million and

$78 million for the years ended December 31, 2025, 2024 and 2023, respectively. These costs were associated primarily with legal and

other professional services and were recorded in transaction and integration-related expenses associated with the Combination.

Following the Combination, Smurfit Kappa funded the prepayment and cancellation of WestRock’s credit agreement with an

outstanding amount of $750 million. Waivers from lenders removing change in control provisions had previously been received for

this loan facility. The outstanding balance of the facility as of July 5, 2024 was recognized as an assumed liability. The repayment did

not form part of Merger Consideration. The repayment of the principal ($750 million) was presented as a financing cash outflow with

the payment of accrued interest ($1 million) reflected within operating activities, each in the Consolidated Statement of Cash Flows

for the year ended December 31, 2024.

Unaudited Pro Forma Combined Financial Information 

The following unaudited pro forma combined financial information presents the combined results of operations for the years ended

December 31, 2024 and 2023, as if the Merger had occurred on January 1, 2023.  

	Years ended December 31,
	2024	2023
Net sales	$30,919	$32,511
Net income (loss) attributable to common shareholders	$650	$(1,410)

The unaudited pro forma combined financial information above is based on the historical financial statements of Smurfit Kappa,

WestRock, and Smurfit Westrock, and is not indicative of the results of operations that would have been achieved if the Merger had

occurred on January 1, 2023, nor is it indicative of future results. The unaudited pro forma combined financial information has been

prepared by applying the accounting policies of Smurfit Westrock and includes, where applicable, adjustments for factually

supportable items or transactions, directly attributable to the Merger.

The unaudited pro forma combined financial information reflects pro forma adjustments for the following material non-recurring

expenses directly attributable to the Merger, each reflected as of the beginning of the earliest pro forma comparative period presented:

(i) 2024 and 2023 transaction-related costs of both Smurfit Kappa and WestRock amounting to $448 million, including retention-

related bonuses; and (ii) 2024 amortization of the fair value adjustment to acquired inventories of $224 million.

These pro forma adjustments are based on available information as of the date hereof and upon assumptions that the Company

believes are reasonable to reflect the impact of the Merger on the Company’s historical financial information on a supplemental pro

forma basis. Adjustments do not include costs related to integration activities, cost savings or synergies that have been or may be

achieved by the combined business.

89

Smurfit Westrock plc

Notes to Consolidated Financial Statements

(in millions, except per share data)

3.  Segment Information

The chief operating decision maker (“CODM”) is determined to be the executive management team, comprising the Group Chief

Executive Officer and Group Chief Financial Officer. The CODM is responsible for assessing performance, allocating resources and

making strategic decisions.

We have identified three operating segments, which are also our reportable segments, as follows:

i.North America, which includes operations in the U.S., Canada and Mexico.

ii.Europe, the Middle East and Africa (“MEA”) and Asia-Pacific (“APAC”).

iii.Latin America (“LATAM”), which includes operations in Central America and Caribbean, Argentina, Brazil, Chile, Colombia,

Ecuador and Peru.

Our operating segments are consistent with our internal management structure and no operating segments have been aggregated for

disclosure purposes.

In the identification of the operating and reportable segments, we considered the level of integration of our different businesses as well

as our objective to develop long-term customer relationships by providing customers with differentiated packaging solutions that

enhance the customer’s prospects of success in their end markets.

The North America, Europe, MEA and APAC and LATAM segments are each highly integrated within the segment and there are

many interdependencies within these operations. They each include a system of mills and plants that primarily produce a number of

grades of containerboard that is converted into corrugated containers within each segment, or is sold to third parties.

In addition, the North America segment also produces paperboard, kraft paper and market pulp; other paper-based packaging, such as

folding cartons, inserts, labels and displays and also engages in the assembly of displays as well as the distribution of packaging

products.

The Europe, MEA and APAC segment also produces other types of paper, such as solidboard, graphic board, sack kraft paper and

machine glazed paper (together known as kraft paper) and graphic paper; and other paper-based packaging, such as honeycomb,

solidboard packaging, folding cartons, inserts and labels; and bag-in-box packaging (the latter with operations located in Europe,

Argentina, Canada, Mexico and the U.S., but managed under the Europe, MEA and APAC segment).

The LATAM segment also comprises forestry; other types of paper, such as paperboard and kraft paper; and paper-based packaging,

such as folding cartons and paper sacks.

Inter-segment transfers or transactions are entered into under normal commercial terms and conditions on an arm’s length basis.

The accounting policies of the reportable segments are the same as those described in “Note 1. Description of Business and Summary

of Significant Accounting Policies.”

90

Smurfit Westrock plc

Notes to Consolidated Financial Statements

(in millions, except per share data)

We operate in 40 countries worldwide. The table below reflects financial data of our operations for each of the past three years:

	Years ended December 31,
	2025	2024	2023
Net sales (unaffiliated customers)
Ireland (country of domicile)	$226	$172	$128
U.S.	14,467	7,311	303
Mexico	2,521	1,960	1,343
Germany	1,873	1,711	1,694
France	1,546	1,427	1,492
Other Americas	3,381	2,330	1,322
Other Europe, MEA and APAC	7,165	6,198	5,811
Total	$31,179	$21,109	$12,093

Our net sales are derived almost entirely from the sale of goods and are disclosed based on the location of production.

No one customer represents greater than 10% of our net sales.

	December 31,
	2025	2024
Long-lived assets(1)
Ireland (country of domicile)	$113	$62
U.S.	14,224	14,841
Other Americas	4,482	4,013
Other Europe, MEA and APAC	5,464	4,745
Total	$24,283	$23,661

(1) Long-lived assets include “Operating lease right-of-use assets” and “Property, plant and equipment, net” and are disclosed based on their location.

Segment profitability is measured based on Adjusted EBITDA, defined as income before income taxes, unallocated corporate costs,

depreciation, depletion and amortization, interest expense, net, pension and other postretirement non-service income (expense), net,

share-based compensation expense, other expense, net, impairment and restructuring costs, transaction and integration-related

expenses associated with the Combination, amortization of fair value step up on inventory and other specific items that management

believes are not indicative of the ongoing operating results of the business.

The CODM uses Adjusted EBITDA for each segment predominantly: to forecast and assess the performance of the segments,

individually and comparatively; to set pricing strategies for the segments; and to make decisions about the allocation of operating and

capital resources to each segment strategically, in the annual budget and in the quarterly forecasting process. The CODM considers

budget, or forecast, -to-actual variances on a quarterly and annual basis for segment Adjusted EBITDA to inform these decisions.

Significant segment expenses are segment cost of goods sold and segment selling, general and administrative expenses. Segment cost

of goods sold primarily include raw materials, direct labor and plant overhead costs. Segment selling, general and administrative

expenses primarily include compensation and benefits, external professional fees and other operating costs. Both segment cost of

goods sold and segment selling, general and administrative expenses exclude certain adjustments that management believes are not

indicative of the operating results of the business.

91

Smurfit Westrock plc

Notes to Consolidated Financial Statements

(in millions, except per share data)

The following tables show selected financial data for our segments:

Year ended December 31, 2025	North America	Europe, MEA and APAC	LATAM	Total
Net sales (unaffiliated customers)	$18,220	$10,860	$2,099	$31,179
Add net sales (intersegment)	357	33	14	404
Net sales (aggregate)	18,577	10,893	2,113	31,583
Less segment expenses:
Segment cost of goods sold	(13,711)	(8,009)	(1,463)
Segment selling, general and administrative expenses	(1,868)	(1,266)	(165)
	(15,579)	(9,275)	(1,628)	(26,482)
Segment Adjusted EBITDA	$2,998	$1,618	$485	$5,101
Unallocated corporate costs				(162)
Depreciation, depletion and amortization				(2,550)
Impairment and restructuring costs				(385)
Transaction and integration-related expenses associated with the Combination				(120)
Interest expense, net				(729)
Pension and other postretirement non-service income, net				30
Share-based compensation expense				(139)
Other expense, net				(61)
Other adjustments				(26)
Income before income taxes				$959

Other adjustments in the table above include losses at closed facilities of $26 million.

92

Smurfit Westrock plc

Notes to Consolidated Financial Statements

(in millions, except per share data)

Year ended December 31, 2024	North America	Europe, MEA and APAC	LATAM	Total
Net sales (unaffiliated customers)	$9,901	$9,556	$1,652	$21,109
Add net sales (intersegment)	191	21	59	271
Net sales (aggregate)	10,092	9,577	1,711	21,380
Less segment expenses:
Segment cost of goods sold	(7,450)	(6,948)	(1,192)
Segment selling, general and administrative expenses	(1,032)	(1,100)	(141)
	(8,482)	(8,048)	(1,333)	(17,863)
Segment Adjusted EBITDA	$1,610	$1,529	$378	$3,517
Unallocated corporate costs				(131)
Depreciation, depletion and amortization				(1,464)
Impairment and restructuring costs				(56)
Transaction and integration-related expenses associated with the Combination				(395)
Amortization of fair value step up on inventory				(224)
Interest expense, net				(398)
Pension and other postretirement non-service expense, net				(24)
Share-based compensation expense				(206)
Other expense, net				(25)
Other adjustments				(34)
Income before income taxes				$560

Other adjustments in the table above include a non-recurring, non-cash currency translation adjustment in Argentina of $42 million

and losses at closed facilities of $10 million partially offset by a reimbursement of a fine from the Italian Competition Authority of

$18 million.

93

Smurfit Westrock plc

Notes to Consolidated Financial Statements

(in millions, except per share data)

Year ended December 31, 2023	North America	Europe, MEA and APAC	LATAM	Total
Net sales (unaffiliated customers)	$1,623	$9,184	$1,286	$12,093
Add net sales (intersegment)	1	9	58	68
Net sales (aggregate)	1,624	9,193	1,344	12,161
Less segment expenses:
Segment cost of goods sold	(1,165)	(6,498)	(939)
Segment selling, general and administrative expenses	(178)	(1,011)	(131)
	(1,343)	(7,509)	(1,070)	(9,922)
Segment Adjusted EBITDA	$281	$1,684	$274	$2,239
Unallocated corporate costs				(111)
Depreciation, depletion and amortization				(580)
Impairment and restructuring costs				(32)
Transaction and integration-related expenses associated with the Combination				(78)
Interest expense, net				(139)
Pension and other postretirement non-service expense, net				(49)
Share-based compensation expense				(66)
Other expense, net				(46)
Income before income taxes				$1,138

	Years ended December 31,
	2025	2024	2023
Capital expenditures:
North America	$1,224	$723	$135
Europe, MEA and APAC	723	503	594
LATAM	208	216	194
Total per reportable segments	2,155	1,442	923
Corporate	37	24	6
Total capital expenditures	$2,192	$1,466	$929

	December 31,
	2025	2024
Assets:
North America	$28,597	$29,078
Europe, MEA and APAC	12,238	10,723
LATAM	3,652	3,180
Total reportable segments	44,487	42,981
Corporate(1)	670	778
Total assets	$45,157	$43,759

(1) Corporate assets are composed primarily of Cash and cash equivalents and Recoverable or refundable income taxes.

94

Smurfit Westrock plc

Notes to Consolidated Financial Statements

(in millions, except per share data)

4.  Revenue Recognition

Disaggregated Revenue

ASC 606 requires that we disaggregate revenue from contracts with customers into categories that depict how the nature, amount,

timing and uncertainty of revenue and cash flows are affected by economic factors.

The following tables summarize our disaggregated revenue with unaffiliated customers by product type and segment for the years

ended December 31, 2025, 2024 and 2023. Net sales are attributed to segments based on the location of production.

	Year ended December 31, 2025
	North America	Europe, MEA and APAC	LATAM	Total
Revenue by product:
Paper	$4,386	$1,552	$192	$6,130
Packaging	13,834	9,308	1,907	25,049
Total	$18,220	$10,860	$2,099	$31,179

	Year ended December 31, 2024
	North America	Europe, MEA and APAC	LATAM	Total
Revenue by product:
Paper	$2,271	$1,468	$117	$3,856
Packaging	7,630	8,088	1,535	17,253
Total	$9,901	$9,556	$1,652	$21,109

	Year ended December 31, 2023
	North America	Europe, MEA and APAC	LATAM	Total
Revenue by product:
Paper	$106	$1,380	$53	$1,539
Packaging	1,517	7,804	1,233	10,554
Total	$1,623	$9,184	$1,286	$12,093

Packaging revenue is derived mainly from the sale of corrugated and consumer packaging products. The remainder of packaging

revenue is composed of bag-in-box, packaging solutions and other paper-based packaging products.

Revenue Contract Balances

Contract assets relate to the manufacture of certain products that have no alternative use to us, with right to payment for performance

completed to date on these products, including a reasonable profit. Contract assets are reduced when the customer takes title to the

goods and assumes the risks and rewards for the goods. Contract liabilities represent obligations to transfer goods or services to a

customer for which we have received consideration and are reduced once control of the goods is transferred to the customer.

On the Consolidated Balance Sheets, contract assets reported within “Other current assets” were $170 million and $197 million at

December 31, 2025 and December 31, 2024, respectively, and contract liabilities reported within “Other current liabilities” were

$6 million and $5 million at December 31, 2025 and December 31, 2024, respectively.

95

Smurfit Westrock plc

Notes to Consolidated Financial Statements

(in millions, except per share data)

5.  Impairment and Restructuring Costs

The components of impairment and restructuring costs are as follows:

	Years ended December 31,
	2025	2024	2023
Impairment charges	$246	$24	$5
Restructuring costs	139	32	27
Impairment and restructuring costs	$385	$56	$32

Impairment Charges

The components of impairment charges are as follows:

	Years ended December 31,
	2025	2024	2023
Impairment of property, plant and equipment	$210	$24	$5
Impairment of other assets	36	—	—
Total impairment charges	$246	$24	$5

These impairment charges are recognized in the Consolidated Statements of Operations caption “Impairment and restructuring costs”.

The segmental split of the impairment charges recognized for property, plant and equipment for the years ended December 31, 2025,

2024 and 2023 is as follows:

	Years ended December 31,
	2025	2024	2023
North America	$170	$23	$—
Europe, MEA and APAC	39	1	5
LATAM	1	—	—
Total impairment charges recognized for property, plant and equipment	$210	$24	$5

Of the total impairment charges, $177 million for the year ended December 31, 2025, were triggered by the announcement on April

30, 2025, that the Company would permanently close its coated recycled board mill in St. Paul, Minnesota, U.S. and discontinue

production at its containerboard mill in Forney, Texas, U.S. (the “Mill Closures”). We stopped production at these two U.S. mills in

June 2025 and May 2025, respectively. Additionally, the Company announced it had initiated consultations with local works councils

in Germany with a view to permanently closing two converting facilities there (together with the Mill Closures, the “April 2025

Announced Closures”). In the third quarter of 2025, we reached agreements with the local work councils in Germany and ceased

production at those two converting facilities in the fourth quarter of 2025.

Following our decision to permanently close the above facilities, the Company assessed the recoverability of the associated long-lived

assets being property, plant and equipment in accordance with ASC 360. The fair value of the property, plant and equipment assets

was determined based on their estimated selling price in an orderly transaction between market participants at the measurement date.

As a result of this assessment, $160 million for the year ended December 31, 2025 was recognized for impairment charges of the

property, plant and equipment of the facilities affected by the April 2025 announcement. The remainder of the impairment charges

recognized related to spare parts included in inventories in these facilities.

96

Smurfit Westrock plc

Notes to Consolidated Financial Statements

(in millions, except per share data)

Restructuring Costs

The segmental split of the restructuring costs shown in the table above is as follows:

	Years ended December 31,
	2025	2024	2023
North America	$74	$13	$9
Europe, MEA and APAC	62	13	14
LATAM	3	6	4
Total restructuring costs	$139	$32	$27

The table below sets forth restructuring costs by type incurred:

	Years ended December 31,
	2025	2024	2023
Severance charges	$82	$16	$12
Other costs	57	16	15
Total restructuring costs	$139	$32	$27

Of the total restructuring costs, $65 million for the year ended December 31, 2025 relates to the April 2025 Announced Closures.

The following table sets forth the activity in the restructuring accrual related to the April 2025 Announced Closures included in "Other

current liabilities" in the Company's Consolidated Balance Sheets:

	Severance charges	Other costs	Total
Balance at December 31, 2024	$—	$—	$—
Charges for the period	39	26	65
Payments	(16)	(21)	(37)
Balance at December 31, 2025	$23	$5	$28

The majority of these charges will be paid within 12 months of the reporting date. The Company expects to recognize future additional

charges of $34 million associated with the April 2025 Announced Closures through 2026.

The remaining restructuring costs and related restructuring accruals relate to individual restructuring actions which are individually

and cumulatively immaterial.

6.  Transaction and Integration-related Expenses Associated with the Combination

The following table summarizes the transaction and integration expenses associated with the Combination:

	Years ended December 31,
	2025	2024	2023
Transaction-related reversals (expenses) associated with the Combination	$2	$(202)	$(78)
Integration-related (expenses) associated with the Combination	(122)	(193)	—
Total transaction and integration-related expenses associated with the Combination	$(120)	$(395)	$(78)

97

Smurfit Westrock plc

Notes to Consolidated Financial Statements

(in millions, except per share data)

Transaction-related Expenses Associated with the Combination

Transaction-related expenses associated with the Combination comprise of banking and financing related expenses as well as legal and

other professional services which are directly attributable to the Combination and retention payments that are contractually committed

to and associated with the successful completion of the Combination.

Integration-related Expenses Associated with the Combination

We incur integration expenses post-acquisition that reflect work performed to facilitate merger and acquisition integration and

primarily consist of professional services and personnel and related expenses, such as work associated with information systems.

7.  Accounts Receivable, net

Accounts receivable consists of the following:

	December 31,
	2025	2024
Gross accounts receivable	$4,506	$4,339
Less: Allowances	(238)	(222)
Accounts receivable	$4,268	$4,117

The following table represents a summary of the changes in allowances for the years ended December 31, 2025, 2024 and 2023:

	Years ended December 31,
	2025	2024	2023
Balance at January 1	$222	$170	$160
Charges to net sales and selling, general and administrative expenses	383	380	196
Deductions	(355)	(318)	(185)
Write offs	(12)	(10)	(1)
Balance at December 31	$238	$222	$170

Allowances include the reserves for allowance for estimated credit impairment losses, returns, early settlement discounts and rebates

(where netting requirements are met).

8.  Inventories

Inventories are as follows:

	December 31,
	2025	2024
Finished goods	$1,432	$1,374
Work-in-progress	192	206
Raw materials	1,287	1,288
Consumables and spare parts	782	682
Inventories	$3,693	$3,550

98

Smurfit Westrock plc

Notes to Consolidated Financial Statements

(in millions, except per share data)

9.  Property, Plant and Equipment, net

Property, plant and equipment consists of the following:

	December 31,
	2025	2024
Land and buildings	$5,939	$5,337
Plant and equipment	25,118	22,306
Construction-in-progress	1,705	1,517
Finance lease right-of-use assets	472	419
Property, plant and equipment at cost, excluding forestlands	33,234	29,579
Less: Accumulated depreciation and impairment	(10,295)	(7,155)
Property, plant and equipment, net, excluding forestlands	22,939	22,424
Forestlands, net of depletion	293	251
Property, plant and equipment, net	$23,232	$22,675

Depreciation and depletion expense for the years ended December 31, 2025, 2024 and 2023 was $2,402 million, $1,363 million and

$528 million, respectively and is recognized within “Cost of goods sold” and “Selling, general and administrative expenses” in the

Consolidated Statements of Operations.

Non-cash additions to property, plant and equipment included within accounts payable were $518 million, $384 million and

$235 million at December 31, 2025, 2024 and 2023, respectively.

Refer to “Note 5. Impairment and Restructuring Costs” for details of the impairment charges recognized for property, plant and

equipment.

10.  Goodwill

The changes in the carrying amount of goodwill for the years ended December 31, 2025 and December 31, 2024 are as follows:

	North America	Europe, MEA and APAC	LATAM	Total
Balance as of December 31, 2023	$264	$2,444	$134	$2,842
Acquisitions and acquisitions adjustments	3,882	94	206	4,182
Translation adjustment	(23)	(141)	(38)	(202)
Balance as of December 31, 2024	4,123	2,397	302	6,822
Acquisitions and acquisitions adjustments	67	(13)	(3)	51
Translation adjustment	15	296	34	345
Balance as of December 31, 2025	$4,205	$2,680	$333	$7,218

Further information on acquisitions is included in “Note 2. Acquisitions”.

During the fourth quarter of 2025 and 2024, the Company performed qualitative impairment tests and determined it was more likely

than not that the fair value of all reporting units was greater than their carrying amount. Accordingly, the Company concluded that a

quantitative impairment test was not necessary, and that goodwill was not impaired.

Accumulated goodwill impairment losses at December 31, 2025 amount to $274 million comprising $222 million in Europe, MEA

and APAC and $52 million in LATAM. At December 31, 2024, the accumulated goodwill impairment losses were $242 million

comprising $198 million in Europe, MEA and APAC and $44 million in LATAM. At December 31, 2023, the accumulated goodwill

impairment losses were $264 million comprising $209 million in Europe, MEA and APAC and $55 million in LATAM. Movements

in the period relate to foreign currency translation adjustments.

99

Smurfit Westrock plc

Notes to Consolidated Financial Statements

(in millions, except per share data)

11.  Other Intangible Assets

The gross carrying amount and accumulated amortization relating to intangible assets, excluding goodwill, are as follows:

	December 31,
	2025		2024
	Gross Carrying Amount	Accumulated Amortization	Gross Carrying Amount	Accumulated Amortization
Customer relationships	$865	$(378)	$839	$(292)
Trade names and trademarks	266	(68)	252	(37)
Developed technology	180	(16)	170	(7)
Software assets	503	(296)	424	(235)
Land use rights	3	—	3	—
Total	$1,817	$(758)	$1,688	$(571)

Intangible asset amortization expense was $148 million, $101 million and $52 million during the years ended December 31, 2025,

2024 and 2023, respectively.

Estimated other intangible asset amortization expense for the succeeding five years is as follows:

Year ended December 31,	Total
2026	$143
2027	129
2028	119
2029	105
2030	89

12.  Interest

The components of interest expense, net is as follows:

	Years ended December 31,
	2025	2024	2023
Interest expense	$(840)	$(525)	$(170)
Interest income	111	127	31
Interest expense, net	$(729)	$(398)	$(139)

Total cash paid for interest, net of interest received was $701 million, $396 million and $146 million for the years ended December 31,

2025, 2024 and 2023, respectively. Of this, capitalized interest paid was $24 million, $22 million and $10 million for the years ended

December 31, 2025, 2024 and 2023, respectively.

100

Smurfit Westrock plc

Notes to Consolidated Financial Statements

(in millions, except per share data)

13.  Leases

Components of Lease Costs

The following table presents certain information related to the lease costs for finance and operating leases:

	Years ended December 31,
	2025	2024	2023
Operating lease costs	$(391)	$(264)	$(118)
Variable and short-term lease costs	(144)	(123)	(47)
Finance lease cost:
Amortization of lease assets	(54)	(26)	(3)
Interest on lease liabilities	(20)	(14)	(1)
Total lease costs	$(609)	$(427)	$(169)

Supplemental Consolidated Balance Sheets Information Related to Leases

	Balance Sheet Location	December 31,
		2025	2024
Operating leases:
Operating lease right-of-use assets	Other non-current assets	$1,051	$986
Current operating lease liabilities	Other current liabilities	$321	$309
Non-current operating lease liabilities	Other non-current liabilities	774	710
Total operating lease liabilities		$1,095	$1,019
Finance leases:
Property, plant and equipment	Property, plant and equipment, net	$472	$419
Accumulated amortization		(84)	(36)
Property, plant and equipment, net		$388	$383
Current finance lease liabilities	Current portion of debt	$43	$33
Non-current finance lease liabilities	Non-current debt due after one year	507	506
Total finance lease liabilities		$550	$539

Lease Term and Discount Rate

	December 31,
	2025	2024
Weighted average remaining lease term:
Operating leases	6.5 years	5.1 years
Finance leases	11.9 years	13.1 years
Weighted average discount rate:
Operating leases	5.0%	4.9%
Finance leases	5.8%	5.8%

101

Smurfit Westrock plc

Notes to Consolidated Financial Statements

(in millions, except per share data)

Supplemental Cash Flow Information Related to Leases

The following table presents supplemental cash flow information related to leases:

	Years ended December 31,
	2025	2024	2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows related to operating leases	$384	$265	$118
Operating cash flows related to finance leases	20	14	1
Financing cash flows related to finance leases	43	22	3
Leased assets obtained in exchange for lease liabilities:
Operating leases	$390	$213	$133
Finance leases	$50	$7	$—

Maturity of Lease Liabilities

The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the operating

lease liabilities and finance lease liabilities recorded on the Consolidated Balance Sheets at December 31, 2025:

Year ended December 31,	Operating Leases	Finance Leases	Total
2026	$379	$66	$445
2027	289	144	433
2028	196	48	244
2029	133	42	175
2030	85	44	129
Thereafter	324	454	778
Total lease payments	$1,406	$798	$2,204
Less: Interest	(311)	(248)	(559)
Present value of future lease payments	$1,095	$550	$1,645

102

Smurfit Westrock plc

Notes to Consolidated Financial Statements

(in millions, except per share data)

14.  Fair Value Measurement

The fair values of the Company's financial assets and financial liabilities listed below reflect the amounts that would be received to sell

the assets or paid to transfer the liabilities in an orderly transaction between market participants at the measurement date (exit price).

The Company's non-derivative financial instruments primarily include cash and cash equivalents, trade and other receivables, certain

other current assets, trade and other payables, certain other current liabilities, short-term debt and non-current debt, all of whose

carrying values approximates fair value (with the exception of debt with fixed interest rates). Fair value disclosures are classified

based on the fair value hierarchy. See “Note 1. Description of Business and Summary of Significant Accounting Policies,” for

information about the Company's fair value hierarchy.

The carrying values, net of deferred debt issuance costs, and estimated fair values of debt with fixed interest rates (classified as Level

2 in the fair value hierarchy) were as follows:

	December 31,
	2025		2024
	Book Value	Fair Value	Book Value	Fair Value
Debt with fixed interest rates	$11,492	$11,616	$11,370	$11,289

The fair value of the Company's debt with fixed interest rates is based on quoted market prices. With the exception of debt with fixed

interest rates, the carrying amounts of all other debt instruments approximate their fair values. The variable nature and repricing dates

of the receivables securitization facilities and the revolving credit facility result in carrying values approximating their fair values.

Both the revolving credit facility and the receivables securitization facilities are classified as Level 2 in the fair value hierarchy.

Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis

The Company measures and records certain assets and liabilities, including derivative instruments at fair value. The following table

summarizes the fair value of these instruments, which are measured at fair value on a recurring basis, by level, within the fair value

hierarchy:

	Level 1		Level 2
	December 31,		December 31,
	2025	2024	2025	2024
Assets
Other Investments:
Listed	$2	$2	$—	$—
Unlisted	—	—	11	10
Derivatives in cash flow hedging relationships	—	—	1	3
Derivatives not designated as hedging instruments	—	—	10	11
Assets measured at fair value	$2	$2	$22	$24
Liabilities
Derivatives in cash flow hedging relationships	$—	$—	$1	$1
Derivatives not designated as hedging instruments	—	—	1	13
Liabilities measured at fair value	$—	$—	$2	$14

There were no assets or liabilities, which are measured at fair value on a recurring basis, classified as Level 3 in the fair value

hierarchy for the periods presented.

103

Smurfit Westrock plc

Notes to Consolidated Financial Statements

(in millions, except per share data)

The fair value of listed financial assets is determined by reference to their bid price at the reporting date. Unlisted financial assets are

valued using recognized valuation techniques for the underlying security including discounted cash flows and similar unlisted equity

valuation models.

The fair value of foreign currency forwards, cross currency swaps and energy hedging contracts is based on their listed market price, if

available. If a listed market price is not available, then fair value is estimated by discounting the difference between the contractual

forward price and the current forward price for the residual maturity of the contract using a risk-free interest rate (based on

government bonds).

The fair value of natural gas commodity derivatives is estimated based on observable inputs such as commodity future prices.

For derivative financial instruments that are not designated as accounting hedges, the entire change in fair value of the financial

instrument is reported immediately in current period earnings.

Assets and Liabilities Measured and Recorded at Fair Value on a Non-recurring Basis

In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company records certain assets and liabilities

at fair value on a non-recurring basis. This includes assets acquired and liabilities assumed as a result of business combinations or non-

monetary exchanges, situations where events or changes in circumstances indicate the carrying value may not be recoverable, or when

they are deemed to be other than temporarily impaired. These assets include property, plant, and equipment, goodwill and other

intangible assets, assets and disposal groups held for sale and other non-current assets. The fair values of these assets are determined,

when applicable, based on valuation techniques using the best information available, and may include quoted market prices,

observable price for similar assets, market comparables, and discounted cash flow projections. These non-recurring fair value

measurements are considered to be Level 3 in the fair value hierarchy.

For more details on the measurement of assets acquired and liabilities assumed as part of business combinations refer to “Note 2.

Acquisitions”. For more details on the remeasurement of assets in connection to impairments recorded in the year refer to “Note 5.

Impairment and Restructuring Costs”.

Accounts Receivable Monetization Agreements

Available to the Company is a $700 million accounts receivable monetization facility to sell to a third-party financial institution all of

the short-term trade receivables generated from certain customer trade accounts. On September 12, 2025, we amended this agreement

to extend the maturity date by one year to September 15, 2026. This facility (the “Monetization Agreement”) has Coöperatieve

Rabobank U.A., New York Branch, as purchaser, (“Rabobank”). The terms of the Monetization Agreement limit the balance of

receivables sold to the amount available to fund such receivables sold, thereby eliminating the receivable for proceeds from the

financial institution at any transfer date. Transfers under the Monetization Agreement meet the requirements to be accounted for as

sales in accordance with guidance in ASC 860, “Transfers and Servicing” (“ASC 860”). We pay a monthly yield on investment to

Rabobank at a rate equal to adjusted Term SOFR plus a margin on the outstanding amount of Rabobank’s investment. The Company

also has a similar $100 million bilateral facility with Sumitomo Mitsui Banking Corporation, New York Branch as purchaser. On

December 4, 2025, we amended this agreement to extend the maturity date by one year to December 2026 and to reduce the facility

size from $110 million to $100 million.

The customers from these facilities are not included in the receivables securitization facilities, as discussed in more detail in “Note 15.

Debt” and “Note 22. Variable Interest Entities”.

104

Smurfit Westrock plc

Notes to Consolidated Financial Statements

(in millions, except per share data)

The following table presents a summary of these accounts receivable monetization agreements for the years ended December 31, 2025

and December 31, 2024:

	Years ended December 31,
	2025	2024
Receivable from financial institutions at January 1	$—	$—
Receivables sold to the financial institutions and derecognized	(2,572)	(1,381)
Receivables collected by financial institutions	2,638	1,319
Cash (payments) proceeds (to) from financial institutions	(66)	62
Receivable from financial institutions at December 31	$—	$—

The activity for the comparative year is for the period following the Combination. Receivables sold under these accounts receivable

monetization agreements as of the balance sheet date were $659 million (December 31, 2024: $725 million).

Cash proceeds or payments related to the receivables sold are included in “Net cash provided by operating activities” in the

Consolidated Statements of Cash Flows in the “Accounts receivable” line item. The expense related to the sale of receivables was

$38 million (December 31, 2024, for the post-Combination period: $23 million). The expense recorded may vary depending on current

rates and levels of receivables sold and is recorded in “Other expense, net” in the Consolidated Statements of Operations. Although the

sales are made without recourse, we maintain continuing involvement with the receivables sold as we provide collections services

related to the transferred assets. The associated servicing liability is not material given the high credit quality of the customers

underlying the receivables and the anticipated short collection period.

105

Smurfit Westrock plc

Notes to Consolidated Financial Statements

(in millions, except per share data)

15.  Debt

The following were individual components of debt:

	December 31,
	2025		2024
	Amount	Weighted average interest rate	Amount	Weighted average interest rate
$292 million senior debentures due 2025	$—	—%	$292	7.5%
$700 million receivables securitization due 2027	550	5.0%	435	5.7%
$500 million senior notes due 2027	—	—%	500	3.4%
€750 million senior notes due 2027	—	—%	781	1.5%
$600 million senior notes due 2028	600	4.0%	600	4.0%
$500 million senior notes due 2028	500	3.9%	500	3.9%
$750 million senior notes due 2029	750	4.9%	750	4.9%
€500 million senior green notes due 2029	587	0.5%	520	0.5%
€230 million receivables securitization due 2029	257	3.6%	5	4.3%
€100 million receivables securitization due 2029	117	3.1%	—	—%
$400 million senior notes due 2030	400	8.2%	400	8.2%
$750 million senior green notes due 2030	750	5.2%	750	5.2%
$300 million senior notes due 2031	300	8.0%	300	8.0%
€500 million senior green notes due 2031	587	3.5%	—	—%
$500 million senior notes due 2032	500	4.2%	500	4.2%
$76 million senior notes due 2032	76	6.8%	76	6.8%
€600 million senior green notes due 2032	704	3.5%	624	3.5%
$600 million senior notes due 2033	600	3.0%	600	3.0%
€500 million senior green notes due 2033	587	1.0%	520	1.0%
$1,000 million senior green notes due 2034	1,000	5.4%	1,000	5.4%
$850 million senior green notes due 2035	850	5.4%	850	5.4%
$800 million senior green notes due 2036	800	5.2%	—	—%
€600 million senior green notes due 2036	704	3.8%	624	3.8%
$3 million senior notes due 2037	3	6.8%	3	6.8%
$150 million senior notes due 2047	150	7.6%	150	7.6%
$1,000 million senior green notes due 2054	1,000	5.8%	1,000	5.8%
Commercial paper	155	4.0%	546	4.8%
Vendor financing and commercial card programs	99	—%	116	—%
Farm credit facility	600	5.5%	600	6.1%
Other bank loans	93	8.3%	129	7.2%
Finance lease obligations	548	5.8%	536	5.8%
Total debt, excluding fair value adjustments, bond discounts and debt issuance costs	13,867		13,707
Unamortized fair value adjustments, bond discounts and debt issuance costs	(94)		(112)
Total debt	13,773		13,595
Less: Current portion of debt	(346)		(1,053)
Non-current debt due after one year	$13,427		$12,542

As of December 31, 2025, we have senior notes in issuance with a total par value of $11,448 million (December 31, 2024:

$11,340 million), of which $3,169 million are denominated in euro (December 31, 2024: $3,069 million) and $8,279 million are

denominated in U.S. dollars (December 31, 2024: $8,271 million).

The weighted average interest rate for short-term debt was 3.3% and 5.1% as of December 31, 2025, and 2024, respectively.

106

Smurfit Westrock plc

Notes to Consolidated Financial Statements

(in millions, except per share data)

As of December 31, 2025, the aggregate maturities of debt, excluding finance lease obligations, for the succeeding five years and

thereafter are as follows:

Year ended December 31,	Total
2026	$312
2027	583
2028	1,101
2029	2,312
2030	1,150
2031 and thereafter	7,861
Unamortized fair value adjustments, bond discounts and debt issuance costs	(96)
Total	$13,223

See “Note 13. Leases” for the aggregate maturities of finance lease obligations for the succeeding five years and thereafter.

The maturity profile of undrawn committed facilities are as follows:

	2025	2024
Within one year	$—	$—
Between one and two years	47	—
More than two years	4,513	5,079

The undrawn commitments above pertain to the revolving credit facility and the receivables securitization facilities, which are further

explained below. The commitment fees on the revolving credit facility and receivables securitization facilities were immaterial for the

years ended December 31, 2025, and 2024.

During the years ended December 31, 2025, 2024 and 2023, amortization of debt issuance costs charged to interest expense were

$12 million, $10 million and $7 million, respectively.

At December 31, 2025 the borrowings which were designated as net investment hedges had a carrying value of $49 million

(December 31, 2024: $49 million). There has been no ineffectiveness recognized in relation to these hedges in the current or prior

financial years.

The carrying amount of our debt includes a fair value adjustment related to debt assumed through mergers and acquisitions. The value

of the debt assumed upon the Combination (inclusive of the adjustment) was $8,725 million. At December 31, 2025, the unamortized

fair value adjustment was $22 million, which will be amortized over a weighted average remaining life of 7 years.

At December 31, 2025, all of our debt was unsecured with the exception of our receivables securitization facilities and finance lease

obligations.

The senior notes are unsecured, unsubordinated obligations that rank equally in right of payment with all of our existing and future

unsecured, unsubordinated obligations. The senior notes are effectively subordinated to any of our existing and future secured debt to

the extent of the value of the assets securing such debt and to the obligations of our non-debtor/guarantor subsidiaries.

107

Smurfit Westrock plc

Notes to Consolidated Financial Statements

(in millions, except per share data)

Senior Notes Issued and Redeemed

2025

On April 3, 2025, the Company and certain of its direct and indirect wholly-owned subsidiaries (the “Obligor Group”) filed with the

United States Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4, with respect to concurrent

offers to exchange up to $2,750 million principal amount of unregistered senior unsecured notes previously issued by Smurfit Kappa

Treasury Unlimited Company on April 3, 2024 and guaranteed by other members of the Obligor Group and up to $850 million

principal amount of unregistered senior unsecured notes previously issued by Smurfit Westrock Financing Designated Activity

Company on November 26, 2024 and guaranteed by the other members of the Obligor Group (collectively, the “Original Notes”), in

each case for registered notes of equal principal amount issued by the same obligors with the same interest and maturity dates and

coupons and guaranteed by the same members of the Obligor Group (the “New Notes”). The Form S-4 became effective on April 23,

2025 and the exchange offers commenced on that same date. The terms of the New Notes are identical in all material respects to the

Original Notes except that the New Notes do not have any transfer restrictions, registration rights or additional interest provisions. The

exchange offers expired at 5:00 p.m. New York City time, on May 21, 2025 (the “Expiration Date”) and resulted in approximately

$3,588 million aggregate principal amount of the Original Notes (99.66% of the original principal amount) being validly tendered and

not validly withdrawn, for exchange for the New Notes. The Obligor Group accepted all of the Original Notes which were validly

tendered and not validly withdrawn as of the Expiration Date and has issued a like principal amount of New Notes in exchange for

such Original Notes. No new proceeds were received by the Obligor Group in connection with the exchange offer.

On November 20, 2025 we redeemed the outstanding $292 million in aggregate principal amount of 7.500% senior debentures due

2025 in full at par. We funded this redemption using existing liquidity. No gain or loss on extinguishment of debt was recorded.

On November 21, 2025, Smurfit Westrock Financing Designated Activity Company (“SWF”), a designated activity company

incorporated under the laws of Ireland and a wholly-owned direct subsidiary of Smurfit Westrock plc (“Smurfit Westrock”), issued

$800 million aggregate principal amount of 5.185% senior green notes due 2036 (the “USD Notes”), with interest payable semi-

annually in arrears, beginning on July 15, 2026. On November 24, 2025, Smurfit Kappa Treasury Unlimited Company (“SKT” and,

together with SWF, the “Issuers”), a public unlimited company incorporated under the laws of Ireland and a wholly-owned indirect

subsidiary of Smurfit Westrock issued €500 million aggregate principal amount of 3.489% senior green notes due 2031 (the “EUR

Notes” and, together with the USD Notes, the “November 2025 Notes”), with interest payable annually in arrears. These November

2025 Notes can be redeemed, at par in whole or in part, within three months to their maturity, in accordance with the respective

indentures. The November 2025 Notes have been registered under the U.S. Securities Act of 1933, as amended, pursuant to a

registration statement (the “Registration Statement”) on Form S-3ASR (No. 333-291446) filed with the SEC on November 12, 2025.

The November 2025 Notes were sold pursuant to a base prospectus, dated November 12, 2025, forming a part of the Registration

Statement, and separate preliminary and final prospectus supplements with respect to the USD Notes, dated November 17, 2025, and

the EUR Notes, dated November 18, 2025.

We used the net proceeds of the above November 2025 Notes (i) to redeem the outstanding €750 million in aggregate principal

amount of 1.500% senior notes due 2027 issued by SKT (the “SKT 2027 Notes”) in full at the applicable redemption price set forth in

the indenture governing the SKT 2027 Notes, (ii) to redeem the outstanding $500 million in aggregate principal amount of 3.375%

senior notes due 2027 issued by WRKCo Inc. (the “WRKCo 2027 Notes”) in full at the applicable redemption price set forth in the

indenture governing the WRKCo 2027 Notes, and (iii) for general corporate purposes, including the repayment of indebtedness. We

also used an amount equivalent to the proceeds of the November 2025 Notes to finance or refinance a portfolio of eligible green

projects in accordance with our Green Finance Framework, which we may, in the future, update in line with developments in the

market.

We recorded a $2 million and $14 million loss on extinguishment upon repayment of the €750 million 1.500% senior notes due 2027

and the $500 million 3.375% senior notes due 2027, respectively.

108

Smurfit Westrock plc

Notes to Consolidated Financial Statements

(in millions, except per share data)

2024

On April 3, 2024, Smurfit Kappa Treasury (a wholly-owned subsidiary of Smurfit Westrock plc) completed an offering in the

aggregate principal amount of $2,750 million of senior unsecured green notes in three series, comprised of the following: $750 million

aggregate principal amount of 5.200% senior green notes due 2030 (the “2030 Notes”), $1,000 million aggregate principal amount of

5.438% senior green notes due 2034 (the “2034 Notes”) and $1,000 million aggregate principal amount of 5.777% senior green notes

due 2054 (the “2054 Notes” and, together with the 2030 Notes and 2034 Notes, the “Notes” or the “Financing”) (such offering, the

“April Notes Offering”).

The proceeds from the April Notes Offering have been used to fund the cash portion of the Combination consideration and related

fees, for general corporate purposes including repayment of indebtedness and to finance or refinance eligible green projects in

accordance with Smurfit Westrock's Green Finance Framework.

On August 12, 2024, we redeemed €250 million aggregate principal amount of our 2.750% senior notes due February 2025. We

funded this redemption by drawing on our receivables securitization facilities. No gain or loss on extinguishment of debt was

recorded.

On September 17, 2024, we discharged $600 million aggregate principal amount of our 3.750% senior notes due March 2025. We

funded this discharge using a portion of the proceeds from our April Notes Offering. We recorded a $4 million loss on extinguishment

of debt.

On November 26, 2024, we issued $850 million aggregate principal amount of 5.418% senior green notes due 2035, with interest

payable semi-annually in arrears, beginning on July 15, 2025. On November 27, 2024, we also issued €600 million aggregate principal

amount of 3.454% senior green notes due 2032 and €600 million aggregate principal amount of 3.807% senior green notes due 2036,

both with interest payable annually in arrears. These senior green notes (the “November 2024 Notes”) can be redeemed, at par in

whole or in part, within three months to their maturity, in accordance with the respective indentures.

We used the net proceeds of the above November 2024 Notes (i) to redeem the outstanding €1,000 million in aggregate principal

amount of 2.875% senior notes due 2026, in full at the applicable redemption price set forth in the applicable indenture, (ii) to redeem

the outstanding $750 million in aggregate principal amount of 4.650% senior notes due 2026, in full at the applicable redemption price

set forth in the applicable indenture, and (iii) for general corporate purposes, including the repayment of indebtedness. We used an

amount equivalent to the proceeds of these November 2024 Notes to finance or refinance a portfolio of eligible green projects in

accordance with our Green Finance Framework.

We recorded a $7 million and $2 million loss on extinguishment at repayment of the $750 million 4.650% senior notes due 2026 and

the €1,000 million 2.875% senior notes due 2026, respectively.

Revolving Credit Facility

The Company has a Revolving Credit Facility (“RCF”) with certain lenders and Wells Fargo Bank, National Association, as agent,

that provides for a multi-currency revolving loan facility in an aggregate principal amount of $4,500 million, including a swingline

sub-facility in an aggregate principal amount of $500 million.

109

Smurfit Westrock plc

Notes to Consolidated Financial Statements

(in millions, except per share data)

Loans under the RCF may be drawn in U.S. dollars, euro, pounds sterling, Swiss francs, Japanese yen, Swedish kronor and Canadian

dollars, with a borrower (or the obligors’ agent on behalf of a borrower) selecting the currency of a loan under the RCF. Borrowings

under the RCF bear interest at rates based upon an underlying reference rate, plus a margin determined in accordance with a ratings-

based pricing grid. Reference rates include SOFR for U.S. dollars, EURIBOR for euro, SONIA for pounds sterling, STIBOR for

Swedish kronor and SARON for Swiss francs. Unused revolving commitments under the RCF will accrue a commitment fee equal to

a percentage of the applicable interest rate margin. The RCF also requires the payment of a utilization fee calculated on outstanding

revolving loans, based on the utilization rate of the RCF. The RCF had an initial term of five years from its commencement date (June

28, 2024), which may be extended on two occasions by up to an aggregate of two years. In June 2025, the Company exercised the first

extension option, extending the maturity date to June 28, 2030. The RCF is unsecured. The RCF includes customary terms and

conditions for investment grade borrowers. There are no financial covenants. As of December 31, 2025, there were no amounts

outstanding under the facility.

Farm Credit Facility

A credit agreement (the “Farm Credit Facility Agreement”) is in place with CoBank, ACB, as administrative agent. The Farm Credit

Facility Agreement provides for a senior unsecured term loan facility in an aggregate principal amount of $600 million and matures in

July 2029. The carrying value of this facility at December 31, 2025, was $600 million.

At our option, loans issued under the Farm Credit Facility Agreement will bear interest at either Term SOFR or an alternative base

rate, in each case plus an applicable interest rate margin that will fluctuate between 1.650% per annum and 2.275% per annum (for

Term SOFR loans) or between 0.650% per annum and 1.275% per annum (for alternative base rate loans), based upon the Company’s

corporate credit ratings (as defined in the Farm Credit Facility Agreement). In addition, Term SOFR loans will be subject to a credit

spread adjustment equal to 0.1% per annum.

Receivables Securitization Facilities

The Group’s liquidity facilities include two euro denominated trade receivables securitization programs of up to €330 million of

committed financings in aggregate which are due to mature in December 2029 and one U.S. dollar denominated trade receivables

securitization program of up to $700 million of committed financings which is due to mature in June 2027.

As of December 31, 2025, the gross amount of receivables collateralizing the euro denominated trade receivables programs was

€749 million (December 31, 2024: €739 million). At December 31, 2025, maximum available borrowings, when excluding amounts

drawn under these programs, were $13 million (December 31, 2024: $338 million).

As of December 31, 2025, the gross amount of receivables collateralizing the U.S. dollar denominated trade receivables program was

$1,043 million (December 31, 2024: $1,077 million). At December 31, 2025, maximum available borrowings, when excluding

amounts drawn under these programs, were $47 million (December 31, 2024: $241 million).

We have continuing involvement with the underlying receivables as we provide credit and collection services pursuant to the

underlying agreement.

Borrowing availability under these facilities is based on the eligible underlying accounts receivable and compliance with certain

covenants. The agreements governing the receivables securitization facilities contain restrictions, including, among others, on the

creation of certain liens on the underlying collateral. Interest rates are based on prevailing market rates plus a program fee.

The sale of the securitized receivables under our securitization programs does not meet the requirements for derecognition under ASC

860. As a result, the securitized receivables continue to be shown on the face of the Consolidated Balance Sheets, and the notes issued

to fund the purchase of these receivables are shown as borrowings with attributable interest expense recognized over the life of the

related transaction.

Given the short-term nature of the securitized receivables and the variable floating rates, the carrying amount of the securitized

receivables and the associated liabilities reported on the Consolidated Balance Sheets is estimated to approximate fair value.

110

Smurfit Westrock plc

Notes to Consolidated Financial Statements

(in millions, except per share data)

Commercial Paper

The Company, through its wholly-owned subsidiary WRKCo Inc. as the issuer, maintains an unsecured commercial paper program.

Under the program, we may issue senior short-term unsecured commercial paper notes in an aggregate principal amount at any time

not to exceed $1,000 million with up to 397-day maturities. The program has no expiration date and can be terminated by either the

agent or us with not less than 30 days’ notice. The $1,000 million commercial paper program is supported by the $4,500 million RCF

with a separate $500 million swingline sublimit which allows for same-day drawing in U.S. dollar. The amount of commercial paper

outstanding does not reduce available capacity under the RCF. Commercial paper borrowings may vary during the period, largely as a

result of fluctuations in funding requirements.

Amounts available under the program may be borrowed, repaid and re-borrowed from time to time. At December 31, 2025,

$155 million was issued (December 31, 2024: $546 million). The weighted average interest rate pertaining to this facility was 4.0% as

of that date (December 31, 2024: 4.8%).

16.  Shareholders’ Equity

Common Stock

Subject to the articles of association of the Company, the holders of ordinary shares are entitled to share in any dividends in proportion

to the number of shares held by them and are entitled to one vote for every share held by them.

Preferred Stock

The holders of the Series A Preferred Stock are entitled in priority to any payments of dividends on any other class of shares in the

Company to be paid annually on a fixed non-cumulative preferential dividend rate of 8% per annum. On a return of assets, whether on

liquidation or otherwise, the Series A Preferred Stock entitle the holder to repayment of the capital paid up on those shares (including

any share premium) in priority to any repayment of capital to the holders of any other shares. The holder of the Series A Preferred

Stock is not entitled to any further participation in the assets or profits of the Company and is not entitled to receive notice of, attend,

speak or vote at any general meeting of the Company.

Deferred Shares

Holders of deferred shares have no right to receive notice of, attend, speak, or vote at any general meetings of the Company. Deferred

shares do not carry the right to receive dividends. Any deferred shares that are issued will rank in priority below the ordinary shares

with respect to liquidation rights and such entitlement will be limited to the repayment of the amount paid up or credited as paid up on

the deferred shares.

Treasury Stock

This represents common stock assumed by the Smurfit Kappa Employee Trust under the terms of the Deferred Bonus Plan. For the

avoidance of doubt, ‘treasury stock’ shall not be construed to have the same meaning as treasury shares under section 109 of the Irish

Companies Act.

111

Smurfit Westrock plc

Notes to Consolidated Financial Statements

(in millions, except share and per share data)

17.  Share-based Compensation

Share-based compensation expense relates primarily to awards granted under the Deferred Bonus Plan (“DBP”) and the Performance

Share Plan (“PSP”) as well as Performance Share Units (“PSUs”) and Restricted Stock Units (“RSUs”). Share-based compensation

expense recognized in the Consolidated Statements of Operations is as follows:

	Years ended December 31,
	2025	2024	2023
Deferred Bonus Plan	$15	$24	$29
Performance Share Plan	61	65	35
Performance Share Units	11	2	—
Restricted Stock Units	50	109	—
Total share-based compensation expense	$137	$200	$64
Income tax benefit related to share-based compensation expense	$12	$15	$—

Social charges relating to equity settled share-based payments for the years ended December 31, 2025, 2024 and 2023, were

$2 million, $6 million and $2 million, respectively.

The following note disclosure details the legacy Smurfit Kappa plans (the Deferred Bonus Plan and the Performance Share Plan), the

conversion of the legacy Westrock RSU and PSU awards due to the Combination and also the Smurfit Westrock 2024 Long Term

Incentive Plan (“LTIP”).

Deferred Bonus Plan

The DBP is a legacy Smurfit Kappa plan. No new awards were issued under the DBP from 2025 onwards. The number of shares

awarded under the DBP during the years ended December 31, 2024 and 2023, were 651,648 and 764,182, respectively.

During the years ended December 31, 2025, 2024 and 2023, 586,113, 523,972, and 483,801 shares vested having a fair value of

$32 million, $21 million, and $18 million, respectively.

As of December 31, 2025, the unrecognized compensation expense related to the DBP was $12 million, which will be recognized over

the remaining weighted average vesting period of 1.2 years.

Performance Share Plan

The PSP is a legacy Smurfit Kappa plan. No new awards were issued under the PSP during 2025. The number of shares awarded

under the PSP during the years ended December 31, 2024 and 2023 were 1,700,922, and 2,003,416, respectively.

During the years ended December 31, 2025, 2024 and 2023, 1,414,298, 742,163 and 1,322,030 shares vested having a fair value of

$77 million, $30 million and $50 million, respectively.

As of December 31, 2025, the unrecognized compensation expense related to the PSP was $33 million, which will be recognized over

the remaining weighted average vesting period of 1.1 years.

112

Smurfit Westrock plc

Notes to Consolidated Financial Statements

(in millions, except share and per share data)

Modification of Performance Share Plan Awards due to the Combination

In connection with the Combination, certain outstanding PSP awards were modified, including the conversion of Smurfit Kappa

awards into Smurfit Westrock awards and changes to performance and vesting conditions. As a result, modification accounting was

required for certain awards under ASC 718, “Compensation—Stock Compensation”. These modifications were accounted for as Type

1 probable-to-probable modifications. The total incremental fair value associated with these modifications was $106 million. Certain

of the modified awards remain outstanding as of December 31, 2025.

Long-Term Incentive Plan

On July 5, 2024, immediately prior to the Combination, the Board adopted the LTIP, pursuant to which Smurfit Westrock plc may

grant RSUs, PSUs, stock options, including incentive stock options, stock appreciation rights, share awards, which may be subject to

performance-based and/or time-based vesting conditions, and cash bonus incentives to eligible employees (including Named

Executive Officers), directors and consultants/independent contractors. The key purpose of the LTIP is to retain key executives and to

align the interests of our executives with the achievement of sustainable long-term growth and performance.

The LTIP authorizes granting of 26,000,000 shares to employees. As of December 31, 2025, there were 21,464,470 shares available to

be granted under this plan, assuming the PSUs previously granted vest at maximum.

Performance Share Units granted under the LTIP

During the year, the Company granted PSUs under the LTIP. Awards will vest after a three-year performance period to the extent to

which the performance conditions have been met. The performance targets assigned to the PSU awards are set by the Smurfit

Westrock Compensation Committee on the granting of awards at the start of each three-year cycle.

For the PSU awards granted in 2025, the actual number of shares that will vest under the PSU is dependent on the performance

conditions of the Company’s Cumulative Adjusted Earnings per Share (“EPS”), Average Return on Capital Employed (“ROCE”) and

Total Shareholder Return relative to a peer group (“rTSR”) measured over a three-year performance period. Participants can earn

between 0% and 200% based on the achievement of these performance conditions. PSU performance conditions will be reviewed at

the end of the three-year performance period and the PSU shares awarded will vest depending upon the extent to which these

performance conditions have been satisfied and the participants’ continued service through to the vesting date.

For PSU awards granted in 2024, the performance period for these awards began on July 8, 2024, and ends on December 31, 2026.

The number of shares that will ultimately vest are based on a rTSR condition, where a participant can earn between 0% and 200%.

The table below summarizes the changes in the PSUs for the year ended December 31, 2025:

	Number of shares	Weighted average grant date fair value
Outstanding at January 1	232,422	$50.07
Granted	1,636,530	45.67
Forfeited	(93,321)	41.87
Vested	(233)	45.64
Outstanding at December 31	1,775,398	$46.21

113

Smurfit Westrock plc

Notes to Consolidated Financial Statements

(in millions, except share and per share data)

The fair values assigned to the EPS and ROCE components of the PSU awards are equivalent to the closing price of the Company’s

shares on the grant date. The fair value assigned to the portion of awards which are subject to rTSR performance was calculated as of

the grant date using the Monte Carlo simulation model. The grant date fair value for the rTSR portion of the awards was $48.77 for

2025 (year ended December 31, 2024: $50.07). The Monte Carlo simulation takes into account peer group total shareholder return and

volatilities together with the following assumptions:

	2025	2024
Risk-free interest rate	3.9%	3.7%
Expected volatility	28.8%	33.7%
Expected term (years)	2.8	2.4

For the awards granted in 2025, the expected volatility rate applied by the Company was based on a blended volatility that used

implied volatility and the historical adjusted daily stock prices that were time weighted based on post-acquisition prices of Smurfit

Westrock and a Company selected peer group. For a term of 0.68 years, the volatility of Smurfit Westrock was used. The term of 0.68

years was calculated as the time from the transaction date (July 5, 2024) to the grant date. For the remaining term of 2.12 years, a

volatility calculation was used based on the implied volatility as of the valuation date of March 11, 2025 and the historical adjusted

daily stock prices using the selected peer group companies for the 2.12 years prior to July 5, 2024.

For the awards granted in 2024, in order to account for the Combination, the expected volatility rate applied was based on a blended

volatility that used historical adjusted daily stock prices that were time weighted based on pre- and post-acquisition prices of Smurfit

Kappa, WestRock, and Smurfit Westrock. For a term of 0.08 years, historical volatility of Smurfit Westrock was used (which was

calculated as the time from the transaction date of July 5, 2024, to the grant date of August 2, 2024). For the remaining term of 2.33

years, a market capitalization weighted volatility was used for Smurfit Kappa and WestRock as of the transaction date.

For the awards granted in 2025 and 2024, the risk-free interest rate is based on the U.S. Treasury Rate Yield Curve, adjusted to

approximate zero coupon yields using the “bootstrap” technique, over a period equal to the expected term.

During the year ended December 31, 2024, no shares vested.

As of December 31, 2025, unrecognized compensation expense related to the awards was $27 million, which will be recognized over

the remaining weighted average vesting period of 2.0 years.

Restricted Stock Units

As part of the Combination described in "Note 2. Acquisitions", the Company replaced outstanding legacy WestRock RSUs and PSUs

held by current employees with Smurfit Westrock RSUs and a cash award equal to $5.00 per share, with all replacement awards

retaining their original vesting conditions. WestRock director RSUs vested immediately upon the change in control and were settled in

July 2024.

During the year, the Company granted RSUs under the LTIP. Awards will vest after a 3-year service period subject to the participants’

continued service through to the vesting date.

The table below summarizes the changes in the RSUs granted under the LTIP and legacy WestRock RSU and PSU awards converted

to Smurfit Westrock RSU awards during the year ended December 31, 2025:

114

Smurfit Westrock plc

Notes to Consolidated Financial Statements

(in millions, except share and per share data)

	Number of shares	Weighted average grant date fair value
Outstanding at January 1	3,711,962	$46.87
Granted	1,099,826	43.64
Forfeited	(124,051)	45.57
Vested	(1,821,776)	46.75
Outstanding at December 31	2,865,961	$45.72

During the years ended December 31, 2025 and 2024, 1,821,776 and 1,695,195 shares vested, respectively having a fair value of

$92 million and $75 million, respectively. As of December 31, 2025 unrecognized compensation expense related to the awards was

$42 million which will be recognized over the remaining weighted average vesting period of 1.8 years.

18.  Income Taxes

The components of income before income taxes are as follows:

	Years ended December 31,
	2025	2024	2023
Income before income taxes:
Domestic (Ireland)	$315	$197	$173
Foreign (U.S.)	(73)	(111)	(17)
Foreign (Other)	717	474	982
Total income before income taxes	$959	$560	$1,138
Income tax expense consists of the following components:
Current tax expense (net of investment tax credits of $6, $8 and $10)
Domestic (Ireland)	$71	$64	$44
Foreign (U.S., Federal & State)	42	66	4
Foreign (Other)	337	248	292
Total current tax expense	$450	$378	$340
Deferred tax expense (benefit):
Domestic (Ireland)	$(4)	$19	$2
Foreign (U.S., Federal & State)	(108)	(123)	1
Foreign (Other)	(78)	(33)	(31)
Total deferred tax benefit	(190)	(137)	(28)
Total income tax expense	$260	$241	$312
Total income tax expense consists of the following components:
Domestic (Ireland)	$67	$83	$46
Foreign (U.S., Federal & State)	(66)	(57)	5
Foreign (Other)	259	215