UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 OR 15(d)

~~Pursuant to Section 13 or 15(d)~~ of ~~the~~The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~ 21February 11, ~~2025~~2026

Smurfit Westrock plc

(Exact name of registrant as specified in its charter)

Ireland (State or other jurisdiction of incorporation ~~or organization~~) 001-42161 (Commission File Number) 98-1776979 (I.R.S. Employer Identification No.)

Beech Hill, Clonskeagh

Dublin 4, D04 N2R2

Ireland

(Address of principal executive offices, including Zip Code)

+353 1 202 7000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 (NYSE)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

Item 2.0302. ~~Creation~~Results of aOperations ~~Direct~~and Financial ~~Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~Condition

On ~~November 21,~~February ~~2025~~11, ~~Smurfit Westrock Financing Designated Activity Company (“SWF”)~~2026, ~~a designated activity company incorporated under the laws of Ireland and a wholly-owned direct subsidiary of~~ Smurfit Westrock plc (~~“Smurfit~~the ~~Westrock~~“Company”), issued a ~~public~~press ~~limited~~release ~~company incorporated~~announcing ~~under~~ the ~~laws~~financial ofresults ~~Ireland,~~for ~~issued $800 million in aggregate principal amount of 5.185% senior notes due 2036 (~~the ~~“USD Notes”)~~fourth ~~pursuant~~quarter toand anfull ~~indenture,~~year ~~dated~~ended asDecember ~~of November 21~~31, 2025. ~~(the~~The ~~“Base~~earnings ~~Indenture”), as supplemented by an officers’~~press ~~certificate~~release ~~dated~~is ~~November~~furnished ~~21, 2025 (the “USD Officers’ Certificate”), among SWF, the USD Guarantors (~~as ~~defined~~Exhibit ~~below)~~ 99.1 and ~~Deutsche~~is ~~Bank~~incorporated ~~Trust~~into ~~Company~~this ~~Americas,~~Item as2.02 ~~trustee~~by reference.

OnThe ~~November 24,~~information ~~2025,~~provided ~~Smurfit~~pursuant ~~Kappa~~to ~~Treasury~~this ~~Unlimited~~Item ~~Company (“SKT” and~~2.02, ~~together~~including ~~with SWF~~Exhibit 99.1, ~~the~~is being “~~Issuers~~furnished”), aand ~~public~~shall ~~unlimited company~~not ~~incorporated~~be ~~under~~deemed ~~the~~“filed” ~~laws~~hereunder offor ~~Ireland~~purposes ~~and~~of aSection ~~wholly-owned~~18 ~~indirect subsidiary~~ of ~~Smurfit~~the ~~Westrock, issued €500 million in~~Securities ~~aggregate~~Exchange ~~principal~~Act ~~amount~~ of ~~3.489%~~1934, ~~senior~~as ~~notes~~amended ~~due 2031~~ (the “~~EUR~~Exchange ~~Notes~~Act” ~~and~~), ~~together~~or ~~with~~incorporated ~~the~~by ~~USD~~reference ~~Notes,~~in ~~the~~any ~~“Notes”) pursuant~~filing tounder the ~~Base~~Securities ~~Indenture~~Act of 1933, as ~~supplemented~~amended ~~by an officers’ certificate dated November 24, 2025~~ (the “~~EUR~~Securities ~~Officers’ Certificate~~Act”), ~~among~~or ~~SKT,~~ the ~~EUR~~Exchange ~~Guarantors~~Act, (except as ~~defined~~shall ~~below)~~be ~~and~~expressly ~~Deutsche~~set ~~Bank~~forth ~~Trust~~by ~~Company~~specific ~~Americas,~~reference in asany ~~trustee~~such filings.

~~The~~Item ~~Notes have been registered under the U~~7.S01. ~~Securities~~Regulation ~~Act~~FD 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 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.Disclosure

~~The Issuers~~In ~~intend~~addition, toon ~~(a)~~February ~~use~~11, ~~the~~2026, ~~net proceeds from~~ the ~~offerings~~Company ~~of the Notes (i) to redeem the outstanding $500 million in aggregate principal amount of 3.375% senior notes due 2027~~ issued bya ~~WRKCo~~press ~~Inc. (the “WRKCo 2027 Notes”) in full at the applicable redemption~~release ~~price~~announcing ~~set~~2030 ~~forth~~financial intargets ~~the~~and ~~indenture~~capital ~~governing~~allocation ~~the~~priorities ~~WRKCo 2027 Notes, (ii) to redeem the outstanding €750 million~~ in ~~aggregate~~connection ~~principal amount~~with ofits ~~1.500%~~medium-term ~~senior~~plan ~~notes due 2027 issued by SKT~~ (the “~~SKT~~Medium-Term ~~2027 Notes~~Plan”) ~~in full at the applicable redemption price set~~. ~~forth~~The inMedium-Term ~~the~~Plan-related ~~indenture~~press ~~governing~~release ~~the~~is ~~SKT~~furnished ~~2027~~as ~~Notes,~~Exhibit ~~and~~99.2 ~~(iii) for general corporate purposes, including the repayment of other indebtedness;~~ and ~~(b)~~is ~~use~~incorporated aninto ~~amount~~this ~~equivalent~~Item to7.01 ~~the~~by proceeds to finance or refinance a portfolio of eligible assets and expenditures in accordance with Smurfit Westrock’s Green Finance Framework, which Smurfit Westrock may, in the future, update in line with developments in the marketreference.

On ~~November 18~~February 11, ~~2025~~2026, ~~WRKCo~~the ~~Inc.~~Company ~~distributed~~will host a ~~conditional~~conference ~~notice~~call ofduring which ~~redemption~~it towill ~~the~~discuss ~~holders of~~ the ~~WRKCo~~Company’s ~~2027~~financial ~~Notes.~~results ~~The~~for ~~WRKCo~~the ~~2027~~fourth ~~Notes~~quarter ~~will be~~and ~~redeemed~~full onyear ended December 431, 2025., Ontogether ~~November~~with an ~~19,~~update ~~2025,~~for ~~SKT~~investors ~~distributed~~on aits ~~conditional~~Medium-Term ~~notice~~Plan. ofThe ~~redemption~~presentations to ~~the~~be ~~holders~~used ofin connection with the ~~SKT~~earnings ~~2027 Notes.~~and ~~The~~Medium-Term ~~SKT~~Plan ~~2027~~conference call ~~Notes~~are ~~will~~attached behereto ~~redeemed~~as onExhibits ~~December~~99.3 2,and ~~2025~~99.4.

~~USD~~The information provided pursuant to this Item 7.01, including Exhibits ~~Notes~~99.2, 99.3 and 99.4, is being “furnished” and shall not be deemed “filed” hereunder for purposes of Section 18 of the Exchange Act or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in any such filings.

~~The~~Forward ~~USD Notes~~Looking are guaranteed by Smurfit Westrock, SKT, 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 (collectively, the “USD Guarantors”).Statements

~~Interest~~ This Current Report on Form 8-K includes certain “forward-looking statements” (including within the ~~USD~~meaning ~~Notes~~of isSection ~~payable~~27A ~~semi~~of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) regarding, among other things, our Medium-~~annually~~Term inPlan ~~arrears~~and onany ~~January~~other 15statements regarding the Company's future expectations, beliefs, plans, objectives, results of operations, financial condition and ~~July~~cash 15flows, or future events, outlook or performance. Statements that are not historical facts, including statements about the beliefs and expectations of ~~each~~the ~~year~~management of the Company, ~~commencing~~are onforward-looking ~~July~~statements. 15Words such as “may”, ~~2026~~“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. ~~The~~While ~~USD~~the ~~Notes~~Company believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking ~~bear~~statements ~~interest~~are atonly 5predictions and involve known and unknown risks and uncertainties, many of which are beyond the control of the Company.~~185%~~ By ~~per~~their ~~annum~~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, but not limited to, our ability to deliver on our Medium-Term Plan and the risk factors discussed in the Company’s filings with the Securities and Exchange Commission, including the Company’s most recent Annual Report on Form 10-K. 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 ~~mature~~actually occur. You are cautioned not to place undue reliance on ~~January~~these 15forward-looking statements. Other than in accordance with its legal or regulatory obligations (including under the UK Listing Rules, ~~2036~~the Disclosure Guidance and Transparency Rules, the UK Market Abuse Regulation and other applicable regulations), the Company is under no obligation, and the Company expressly disclaims any intention or obligation, to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

~~Prior to~~Item ~~October~~9.01. ~~15,~~Financial ~~2035,~~Statements ~~SWF may redeem the USD Notes at its option, in whole or in part, at any time~~ and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (a) 100% of the principal amount of the USD Notes to be redeemed and (b) (i) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the USD Notes to be redeemed are scheduled to mature on October 15, 2035) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, less (ii) interest accrued to the date of redemption, plus, in either case, accrued and unpaid interest thereon and Additional Amounts (as defined in the Base Indenture), if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).Exhibits

On or after October 15, 2035, SWF may redeem the USD Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the USD Notes being redeemed, plus accrued and unpaid interest and Additional Amounts, if any, thereon, to, but excluding, the redemption date (~~subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date~~d). Exhibits

EUR Notes

99.1	Fourth Quarter and Full Year 2025 Earnings Press Release dated February 11, 2026

99.2	Medium-Term Plan Press Release dated February 11, 2026

99.3	Fourth Quarter and Full Year 2025 Earnings Presentation

99.4	Medium-Term Plan Presentation

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The EUR Notes are guaranteed by Smurfit Westrock, SWF, 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 (collectively, the “EUR Guarantors”).SIGNATURES

~~Interest on~~Pursuant to the ~~EUR~~requirements ~~Notes~~of isthe ~~payable~~Securities Exchange ~~annually~~Act ~~in arrears on November 24~~ of ~~each year~~1934, ~~commencing~~the onregistrant ~~November~~has ~~24,~~duly ~~2026.~~caused ~~The~~this ~~EUR~~report ~~Notes~~to ~~bear~~be ~~interest at~~signed ~~3.489%~~on ~~per~~its ~~annum~~behalf ~~and~~by ~~will~~the ~~mature~~undersigned onhereunto ~~November~~duly ~~24, 2031~~authorized.

~~Prior to~~Smurfit ~~August~~Westrock ~~24,~~plc 2031, SKT may redeem the EUR Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (a) 100% of the principal amount of the EUR Notes to be redeemed and (b) (i) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the EUR Notes to be redeemed are scheduled to mature on August 24, 2031) on an annual basis (ACTUAL/~~ACTUAL~~s/ ~~(ICMA))~~Ken atBowles ~~the~~Name: ~~Comparable~~Ken ~~Government~~Bowles ~~Bond~~Title: ~~Rate~~Executive ~~(as~~Vice ~~defined~~President in& ~~the~~Group ~~EUR~~Chief ~~Officers’~~Financial Certificate) plus 20 basis points, less (ii) interest accrued to the date of redemption, plus, in either case, accrued and unpaid interest thereon and Additional Amounts, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).Officer

OnDate: ~~or after~~February ~~August 24~~11, 2031, SKT may redeem the EUR Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the EUR Notes being redeemed, plus accrued and unpaid interest and Additional Amounts, if any, thereon, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).2026

The foregoing descriptions of the Notes and the terms thereof do not purport to be complete and are qualified in their entirety by reference to the Base Indenture, the USD Officers’ Certificate and the EUR Officers’ Certificate filed hereto as Exhibits 4.1, 4.2 and 4.3, respectively, and incorporated herein by reference. The form of Notes, which are included as part of the USD Officers’ Certificate and the EUR Officers’ Certificate, are filed as Exhibits 4.4 and 4.5, respectively, and incorporated herein by reference.

Opinions regarding the legality of the Notes are filed as Exhibits 5.1, 5.2, 5.3, 5.4, 5.5, 5.6, 5.7 and 5.8 hereto and are incorporated by reference into the Registration Statement, and consents relating to the incorporation of such opinions are incorporated by reference into the Registration Statement and are filed as Exhibits 23.1, 23.2, 23.3, 23.4, 23.5, 23.6, 23.7 and 23.8 hereto by reference to their inclusion within Exhibits 5.1, 5.2, 5.3, 5.4, 5.5, 5.6, 5.7 and 5.8, respectively.

Item 8.01. Other Events.

The USD Notes described above were sold pursuant to an underwriting agreement, dated November 17, 2025, among SWF, the USD Guarantors and Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Exhibit B thereto (the “USD Underwriting Agreement”). The EUR Notes described above were sold pursuant to an underwriting agreement, dated November 18, 2025, among SKT, the EUR Guarantors and the underwriters named in Exhibit B thereto (the “EUR Underwriting Agreement”).

The disclosure in this Item 8.01 is qualified in its entirety by reference to the USD Underwriting Agreement, filed as Exhibit 1.1 hereto, and the EUR Underwriting Agreement, filed as Exhibit 1.2 hereto, each of which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
1.1		Underwriting Agreement, dated November 17, 2025, among Smurfit Westrock Financing Designated Activity Company, the USD Guarantors and Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Exhibit B thereto.
1.2		Underwriting Agreement, dated November 18, 2025, among Smurfit Kappa Treasury Unlimited Company, the EUR Guarantors and the underwriters named in Exhibit B thereto.
4.1		Indenture, dated as of November 21, 2025, among Smurfit Westrock plc, Smurfit Westrock Financing Designated Activity Company, Smurfit Kappa Treasury Unlimited Company, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, paying agent, transfer agent and registrar.
4.2		USD Officers’ Certificate, dated November 21, 2025, signed by two Officers of Smurfit Westrock Financing Designated Activity Company and two Officers of each Guarantor.
4.3		EUR Officers’ Certificate, dated November 24, 2025, signed by two Officers of Smurfit Kappa Treasury Unlimited Company and two Officers of each Guarantor.
4.4		Form of the USD Notes (included as part of Exhibit 4.2).
4.5		Form of the EUR Notes (included as part of Exhibit 4.3).
5.1		Opinion of Hogan Lovells US LLP, U.S. counsel, as to the USD Notes.
5.2		Opinion of Hogan Lovells US LLP, U.S. counsel, as to the EUR Notes.
5.3		Opinion of William Fry LLP, Irish counsel, as to the USD Notes.
5.4		Opinion of William Fry LLP, Irish counsel, as to the EUR Notes.
5.5		Opinion of Stibbe London B.V., Dutch counsel, as to the USD Notes.
5.6		Opinion of Stibbe London B.V., Dutch counsel, as to the EUR Notes.
5.7		Opinion of Steven B. Nickerson, Vice President and Deputy General Counsel of WestRock Company, as to the USD Notes.
5.8		Opinion of Steven B. Nickerson, Vice President and Deputy General Counsel of WestRock Company, as to the EUR Notes.
23.1		Consent of Hogan Lovells US LLP (included in Exhibit 5.1).
23.2		Consent of Hogan Lovells US LLP (included in Exhibit 5.2).
23.3		Consent of William Fry LLP (included in Exhibit 5.3).
23.4		Consent of William Fry LLP (included in Exhibit 5.4).
23.5		Consent of Stibbe London B.V. (included in Exhibit 5.5).
25.6		Consent of Stibbe London B.V. (included in Exhibit 5.6).
23.7		Consent of Steven B. Nickerson (included in Exhibit 5.7).
23.8		Consent of Steven B. Nickerson (included in Exhibit 5.8).
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Smurfit Westrock plc
Date: November 24, 2025	By:	/s/ Ken Bowles
		Ken Bowles
		Executive Vice President & Group Chief Financial Officer

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