UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 12, 2025
Smurfit Westrock plc
(Exact name of registrant as specified in its charter)
| Ireland (State or other jurisdiction of incorporation) | 001-42161 (Commission | 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 phone 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 2.02. | Results of Operations and Financial Condition. |
On February 12, 2025, Smurfit Westrock plc (the “Company”) issued a press release announcing the financial results for the fourth quarter and full year ended December 31, 2024. The press release is furnished as Exhibit 99.1 and is incorporated into this Item 2.02 by reference.
The information furnished in this Item 2.02, including the exhibit described above, is being “furnished” and shall not be deemed “filed” hereunder for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in any such filings.
| Item 7.01. | Regulation FD Disclosure. |
On February 12, 2025, the Company will host a conference call during which it will discuss the Company’s financial results for the fourth quarter and full year ended December 31, 2024. The presentation to be used in connection with the conference call is attached as Exhibit 99.2.
The information provided pursuant to this Item 7.01, including Exhibit 99.2, is being “furnished” and shall not be deemed to be “filed” with the SEC 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.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Fourth Quarter 2024 Earnings Press Release dated February 12, 2025 |
| 99.2 | Fourth Quarter 2024 Earnings Presentation |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 | ||
| /s/ Ken Bowles | ||
| Name: | Ken Bowles | |
| Title: | Executive Vice President and Chief Financial Officer | |
Date: February 12, 2025