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Smurfit Westrock plc

For the period ended Mar 31, 2025. Filed May 9, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 9, 2025

SW$44.09-0.9%Stored close · as of Nov 6, 2026

What changed in Risk Factors?

Read the current filing

Previous report: 10-Q

Period ended 2024-09-30; filed 2024-11-08.

0002005951-24-000010

Item 1A. Risk Factors

Current report: 10-Q

Period ended 2025-03-31; filed 2025-05-09.

0002005951-25-000009

Item 1A. Risk Factors

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

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A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (14)

Current report

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

Current report

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

Current report

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

Current report

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

Current report

The following table provides information relating to our repurchase of ordinary shares during the three months ended March 31, 2025:

Current report

(1) During the three months ended March 31, 2025, 217,536 ordinary shares that would otherwise have been issued to current or former

Current report

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

Current report

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

Current report

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

Current report

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

Current report

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

Current report

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

Current report

Not applicable.
Removed paragraphs (915)

Previous report

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

Previous report

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

Previous report

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

Previous report

Market and Industry Risks

Previous report

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

Previous report

geopolitical and social factors that are beyond our control.

Previous report

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

Previous report

packaging industry.

Previous report

•Our earnings are highly dependent on demand.

Previous report

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

Previous report

affect our business.

Previous report

•We are exposed to significant competition in the containerboard and packaging industry, which may be materially and

Previous report

adversely affect the price and volume of products sold.

Previous report

Operating Risks

Previous report

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

Previous report

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

Previous report

products and technologies.

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

and could result in disruptions to our operations.

Previous report

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

Previous report

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

Previous report

•We face challenges associated with sustainability matters, including climate change and scarce resources.

Previous report

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

Previous report

technology infrastructure, could adversely affect our business.

Previous report

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

Previous report

materially and adversely affected.

Previous report

Risks Related to the Combination

Previous report

•We may not realize all of the benefits of the recent Combination or such benefits may take longer than anticipated or may be

Previous report

lower than estimated.

Previous report

•We may fail to successfully integrate Smurfit Kappa and WestRock, including their individual cultures and philosophies.

Previous report

•We have incurred and will incur significant costs as a result of becoming subject to various U.S. laws and regulations,

Previous report

including U.S. securities laws and reporting requirements.

Previous report

•We have identified a material weakness in our internal control over financial reporting that could, if not remediated, result in

Previous report

material misstatements in our financial statements and cause us to fail to meet our reporting and financial obligations

Previous report

•We will be required to comply with the Sarbanes-Oxley Act and may incur significant costs and devote substantial

Previous report

management time towards developing and maintaining adequate internal controls, which may materially adversely affect our

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