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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
by reference. The information provided pursuant to this Item 2.02, including Exhibit 99.1, 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.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 25, 2026, Terrell K. Crews and Lourdes Melgar, members of the Board of Directors (the “Board”) of Smurfit Westrock plc (the “Company”), notified the Company that they will be stepping down from the Board, effective as of the conclusion of the Company’s 2026 Annual General Meeting of Shareholders, which is currently scheduled for May 1,…
by reference. The information provided pursuant to this Item 2.02, including Exhibit 99.1, 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.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. 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”), a public limited company incorporated under the laws of Ireland, issued $800 million in aggregate principal amount of 5.185% senior notes due 20…
by reference. The information provided pursuant to this Item 2.02, including Exhibit 99.1, 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.
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.
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.
Forward Looking Statements This Form 8-K includes certain “forward-looking statements” (including within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) regarding, among other things, our Closures and associated headcount reduction as well as anticipated expense reductions, charges and cost savings. Statements that are not historical facts, including statements…
Costs Associated with Exit or Disposal Activities On April 30, 2025 Smurfit Westrock plc (the “Company”) announced it will permanently close the Company’s coated recycled board (“CRB”) mill in St. Paul, Minnesota, U.S. and will discontinue production at its containerboard mill in Forney, Texas, U.S. (the “Mill Closures”). The Company has also initiated consultations with local works councils in Germany with a view to permanently closing two converting facilities there (together with the Mill…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On March 10, 2025, the Board of Directors (the “Board”) of Smurfit Westrock plc (the “Company”) appointed Carole L. Brown to the Board as an independent director, effective March 11, 2025. In connection with her appointment to the Board, Ms. Brown has also been appointed to serve on the Audit Committee of the Board and the Sustainability Committee…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 26, 2025, Dmitri Stockton, a member of the Board of Directors (the “Board”) of Smurfit Westrock plc (the “Company”), notified the Company that he will be stepping down from the Board, effective as of the conclusion of the Company’s 2025 Annual General Meeting of Shareholders, which is currently scheduled for May 2, 2025. Mr. Stockton’s…
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.
Entry into a Material Definitive Agreement. Senior Notes Offerings On November 26, 2024, Smurfit Westrock Financing Designated Activity Company (the “USD Issuer”), a designated activity company incorporated under the laws of Ireland and a wholly-owned subsidiary of Smurfit Westrock plc (“Smurfit Westrock”), a public limited company incorporated under the laws of Ireland, issued $850 million in aggregate principal amount of 5.418% senior notes due 2035 (the “USD Notes”) under an indenture, dat…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in
Other Events. Amended and Restated WRKCo Commercial Paper Program On November 21, 2024, WRKCo entered into definitive documentation to amend and restate its unsecured commercial paper program (as so amended and restated, the “CP Program”), pursuant to which WRKCo may issue short-term, unsecured commercial paper notes (the “CP Notes”), for the sole purpose of adding the USD Issuer as a guarantor. The USD Issuer was concurrently added as a guarantor to other existing senior indebtedness of the…
Results of Operations and Financial Condition. On October 30, 2024, Smurfit Westrock plc (the “Company”) issued a press release announcing the financial results for the third quarter ended September 30, 2024. Due to the timing of the completion of the combination of Smurfit Kappa Group plc and WestRock Company (“WestRock”) on July 5, 2024, these results do not include the results of legacy WestRock for the first five days of July. The press release is furnished as Exhibit 99.1 and is incorpor…
Regulation FD Disclosure. On July 5, 2024, Smurfit Kappa Group plc (“Smurfit Kappa”), Smurfit Westrock plc, an Irish public limited company formerly known as Smurfit WestRock Limited (“Smurfit Westrock”), WestRock Company (“WestRock”) and Sun Merger Sub, LLC (“Merger Sub”) completed a combination pursuant to a transaction agreement entered into between the parties on September 12, 2023 (the “Transaction Agreement”). Pursuant to the Transaction Agreement and subject to the terms and conditions…
Entry into a Material Definitive Agreement. On September 13, 2024, Smurfit Westrock plc (the “Company”) and certain of its subsidiaries entered into the First Amendment to Agreement for the Purchasing and Servicing of Receivables amending that certain US$700,000,000 Agreement for the Purchasing and Servicing of Receivables, dated as of September 11, 2023, with Coöperatieve Rabobank U.A., New York Branch, as purchaser (“Rabo”), WestRock Company and WestRock RKT, LLC, as terminating guarantors,…
Other Events. On July 5, 2024, Smurfit Kappa Group plc (“Smurfit Kappa”), Smurfit Westrock plc (“Smurfit Westrock”), WestRock Company (“WestRock”) and Sun Merger Sub, LLC (“Merger Sub”) completed a combination pursuant to a transaction agreement entered into between the parties on September 12, 2023 (the “Transaction Agreement). Pursuant to the Transaction Agreement and subject to the terms and conditions therein: (a) Smurfit Westrock acquired Smurfit Kappa by means of a scheme of arrangement…
Results of Operations and Financial Condition. On July 30, 2024, the Company will host a conference call during which it will discuss the Company’s financial results for the second quarter ended June 30, 2024 and other topics that may be raised during the discussion. The presentation to be used in connection with the conference call is attached as Exhibit 99.1. The information furnished in this Item 2.02, including the exhibit described above, is being furnished and shall not be deemed “filed…
Results of Operations and Financial Condition. On July 30, 2024, Smurfit Westrock plc (the “Company”) issued a press release announcing the financial results for the second quarter ended June 30, 2024 of Smurfit Kappa Group plc (“Smurfit Kappa”). Due to the timing of the completion of the combination of Smurfit Kappa and WestRock Company (the “Combination”) subsequent to the end of the quarter, these results do not include the results of WestRock Company. As of June 30, 2024, and prior to the…
Material Modification to the Rights of Security Holders. In connection with the Combination, on July 5, 2024, each Smurfit Kappa Share was exchanged for a Smurfit WestRock Share, and each share of WestRock Common Stock issued and outstanding immediately prior to the effectiveness of the Combination, other than certain shares of WestRock Common Stock held by a holder of record who did not vote in favor of the approval and adoption of the Transaction Agreement (or consent thereto in writing) an…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Departure of Directors In connection with the Combination, effective as of July 5, 2024, Irial Finan, Anne Anderson, Frits Beurskens, James Lawrence, Carol Fairweather, Jørgen Buhl Rasmussen, Lourdes Melgar, Kaisa Hietala and Mary Lynn Ferguson-McHugh resigned as members of the Smurfit Kappa board of directors. The board of directors of WestRock wa…
Entry into a Material Definitive Agreement. Indemnification Agreements Effective July 5, 2024, Smurfit WestRock entered into deeds of indemnification (the “ Deeds of Indemnification ”) with the directors, the corporate secretary and the officers subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “ Section 16 Officers ”) of the Company. The Deeds of Indemnification, which are governed under the laws of Ireland, provide indemnification to such directors, corporate sec…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. The information provided under
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