Form 8-K

8-K — Smurfit Westrock plc

Accession: 0001104659-26-052046

Filed: 2026-04-30

Period: 2026-04-30

CIK: 0002005951

SIC: 2650 (PAPERBOARD CONTAINERS & BOXES)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2613071d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2613071d1_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2613071d1_ex99-2.htm)

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8-K — FORM 8-K

8-K (Primary)

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0002005951

2026-04-30

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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): April 30, 2026

Smurfit

Westrock plc

(Exact name of registrant

as specified in its charter)

Ireland

(State or other jurisdiction

of incorporation)

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

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 ¨

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 April 30, 2026, Smurfit Westrock plc (the “Company”)

issued a press release announcing the financial results for the first quarter ended March 31, 2026. The press release is furnished as

Exhibit 99.1 and is incorporated into this Item 2.02 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.

Item 7.01. Regulation FD Disclosure

On April 30, 2026, the Company will host a conference call during which

it will discuss the Company’s financial results for the first quarter ended March 31, 2026. 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 “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.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 First Quarter 2026 Earnings Press Release dated April 30, 2026

99.2 First Quarter 2026 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 & Group Chief Financial Officer

Date: April 30, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2613071d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

www.smurfitwestrock.com

Smurfit Westrock Reports First Quarter 2026

Results

Dublin

– April 30, 2026 – Smurfit Westrock plc (NYSE: SW, LSE: SWR) today announced the financial results for the

first quarter ended March 31, 2026.

Key Points:

· Net Sales of $7,712 million

· Net Income of $63 million, with a Net Income Margin of 0.8%

· Adjusted EBITDA1 of $1,076 million, with an Adjusted EBITDA Margin1 of 14.0%

· Net Cash Provided by Operating Activities of $204 million

· Quarterly dividend of $0.4523 per ordinary share

Smurfit Westrock plc’s performance for the three months ended

March 31, 2026 and 2025 (in millions, except margins and per share data):

Three months ended

March 31,

2026

2025

Net Sales

$ 7,712

$ 7,656

Net Income

$ 63

$ 382

Net Income Margin

0.8 %

5.0 %

Adjusted EBITDA1

$ 1,076

$ 1,252

Adjusted EBITDA Margin1

14.0 %

16.4 %

Net Cash Provided by Operating Activities

$ 204

$ 235

Basic EPS

$ 0.12

$ 0.74

Adjusted Basic EPS1

$ 0.33

$ 0.68

Tony Smurfit, President and CEO, commented:

“Against the backdrop of continued macro uncertainty

we have delivered a solid first quarter performance, generating an Adjusted EBITDA¹ of $1,076 million.

“Our Net Income and Adjusted EBITDA¹ for

the first quarter were negatively impacted by $65 million due to adverse weather events, primarily in our North American business.

“Our

North American business represents our largest value creation opportunity. Demand across all paper grades improved progressively during

the quarter. Reflecting this, containerboard pricing increased by a net $20 per ton in the quarter, with further price increases of $30

per ton implemented in April. Corrugated box volumes were in line with our expectations and reflect the continued evolution of our business

mix and our approach to delivering value for customers. In corrugated, we onboarded over 600 new customers during the quarter. In our

consumer and paperboard businesses, we continue to see strong customer adoption of our substrate-agnostic offering. As a result

of these actions, and a generally better operating environment, we expect volume growth in the second half of the year.

“Our

EMEA & APAC business continues to significantly outperform our peers with continued growth during the quarter with an improving

demand profile and customer wins. Containerboard prices increased during March and April, primarily as a result of increased energy

costs and better demand. Our corrugated business will be implementing this containerboard increase with the usual time-lag, which we expect

to happen in the second half of the year. As part of our continued asset optimization program, we have entered into consultations at one

of our UK mills, with capacity of approximately 200 thousand tonnes of containerboard, and at four converting facilities in the UK and

the Netherlands. Smurfit Westrock continues to lead through innovation and sustainability, recently hosting over 200 customers at our

European Innovation Event, which showcased advancements in sustainable packaging design and AI-enabled capabilities.

“Our Latin American business delivered another

strong performance in the quarter with an Adjusted EBITDA margin of approximately 20%. Our unique, pan-regional offering and strong market

positions, underpin our sustainable competitive advantage in this high growth region. The recent addition of a corrugated box plant in

Ecuador expands our geographic reach, reinforces our position as the number one supplier in Latin America and increases our global paper

integration.

1 Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted

Basic EPS are non-GAAP measures. See the “Non-GAAP Financial Measures and Reconciliations” below for discussion and reconciliation

of these measures to the most comparable GAAP measures.

Page 1 of 9

“Our recently announced Medium-Term Plan targets

an accelerated path to growth to 2030 and beyond through strong operational performance and disciplined capital allocation. We are

focused on unlocking the full potential of North America, while continuing to outperform in EMEA & APAC, and delivering dynamic

growth and strong margins in LATAM. Today, we see a stronger and a generally better industry operating environment. Assuming

those conditions prevail, we currently expect to deliver Adjusted EBITDA2 of between $1.1 billion and $1.2 billion for the

second quarter and, for the full year, we re-affirm our previous expectation of delivering Adjusted EBITDA2 of between $5.0 billion

and $5.3 billion.”

Dividend

Smurfit Westrock plc announced today that its Board

approved a quarterly dividend of $0.4523 per share on its ordinary shares. The quarterly dividend of $0.4523 per ordinary share is payable

on June 10, 2026 to shareholders of record at the close of business on May 15, 2026. The default payment currency is U.S. Dollar

for shareholders who hold their ordinary shares through a Depository Trust Company participant. It is also U.S. Dollar for shareholders

holding their ordinary shares in registered form, unless a currency election has been registered with the Company’s Transfer Agent,

Computershare Trust Company N.A. by 5:00 p.m. (New York) / 10:00 p.m. (Dublin) on May 14, 2026. The default payment currency

for shareholders holding their ordinary shares in the form of Depository Interests is U.S. Dollar. Such shareholders can elect to receive

the dividend in Pounds Sterling or Euro by providing their instructions to the Company’s Depositary Interest provider, Computershare

Investor Services plc, by 12:00 p.m. (New York) / 5:00 p.m. (Dublin) on May 19, 2026.

Review of LSE Listing

Smurfit Westrock is undertaking a review of its listing

on the London Stock Exchange (“LSE”). The outcome of the review may result in Smurfit Westrock delisting from the LSE. Smurfit

Westrock’s primary listing on the New York Stock Exchange is not within the scope of the review.

It is anticipated that this review will be completed

during May 2026 and an update will be provided to shareholders on conclusion of the review.

Earnings Call

Management will host an earnings conference call today at 7:30 AM ET

/ 12:30 PM BST to discuss Smurfit Westrock’s financial results. The conference call will be accessible through a live webcast. Interested

investors and other individuals can access the webcast, earnings release, and earnings presentation via the Company’s website at

www.smurfitwestrock.com. The webcast will be available at https://investors.smurfitwestrock.com/overview and a replay of the webcast will

be available on the website shortly after the call.

2 Adjusted EBITDA is a non-GAAP financial measure. We have

not reconciled Adjusted EBITDA outlook to the most comparable GAAP outlook because it is not possible to do so without unreasonable efforts

due to the uncertainty and potential variability of reconciling items, which are dependent on future events and often outside of management’s

control and which could be significant. Because such items cannot be reasonably predicted with the level of precision required, we are

unable to provide an outlook for the comparable GAAP measure (net income).

Page 2 of 9

Forward Looking Statements

This press release 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) 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 Group plc and WestRock

Company (the “Combination”) (including, but not limited to, synergies, as well as our scale, geographic reach and product

portfolio), our medium-term plan, demand outlook, operating environment and the impact of announced closures and additional economic downtime

and any other statements regarding the Company's future expectations, beliefs, plans, objectives, results of operations, financial condition

and cash flows, or future events, outlook or performance. Statements that are not historical facts, including statements about the beliefs

and expectations of the management of the Company, 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. Important factors that could cause actual results to differ materially from plans, estimates

or expectations include: our ability to deliver on our medium-term plan; changes in demand environment; our ability to deliver on our

closure plan and associated efforts; our future cash payments associated with these initiatives; potential future cost savings associated

with such initiatives; the amount of charges and the timing of such charges or actions described herein; potential future impairment charges;

accuracy of assumptions associated with the charges; economic, competitive and market conditions generally, including macroeconomic uncertainty,

customer inventory rebalancing, the impact of inflation and increases in energy, raw materials, shipping, labor and capital equipment

costs; geo-economic fragmentation and protectionism such as tariffs, trade wars or similar governmental actions affecting the flows of

goods, services or currency (including the implementation of tariffs by the US federal government and reciprocal tariffs and other protectionist

or retaliatory measures governments in Europe, Asia, and other countries have taken or may take in response); the impact of prolonged

or recurring U.S. federal government shutdowns and any resulting volatility in the capital markets or interruptions in the Company’s

access to capital; the impact of public health crises, such as pandemics and epidemics and any related company or governmental policies

and actions to protect the health and safety of individuals or governmental policies or actions to maintain the functioning of national

or global economies and markets; reduced supply of raw materials, energy and transportation, including from supply chain disruptions and

labor shortages; developments related to pricing cycles and volumes; intense competition; the ability of the Company to successfully recover

from a disaster or other business continuity problem due to a hurricane, flood, earthquake or other weather-event, terrorist attack, war,

pandemic, security breach, cyber-attack, power loss, telecommunications failure or other natural or man-made events, including the ability

to function remotely during long-term disruptions; the Company's ability to respond to changing customer preferences and to protect intellectual

property; the amount and timing of the Company's capital expenditures; risks related to international sales and operations; failures in

the Company's quality control measures and systems resulting in faulty or contaminated products; cybersecurity risks, including threats

to the confidentiality, integrity and availability of data in the Company's systems; works stoppages and other labor disputes; the

Company’s ability to establish and maintain effective internal controls over financial reporting in accordance with the Sarbanes

Oxley Act of 2002, as amended, and remediate any weaknesses in controls and processes; the Company's ability to retain or hire key personnel;

risks related to sustainability matters, including climate change and scarce resources, as well as the Company's ability to comply with

changing environmental laws and regulations; the Company's ability to successfully implement strategic transformation initiatives; results

and impacts of acquisitions by the Company; the Company's significant levels of indebtedness; the impact of the Combination on the Company's

credit ratings; the potential impairment of assets and goodwill; the availability of sufficient cash to distribute dividends to the Company's

shareholders in line with current expectations; the scope, costs, timing and impact of any restructuring of operations and corporate and

tax structure; evolving legal, regulatory and tax regimes; changes in economic, financial, political and regulatory conditions in Ireland,

the United Kingdom, the United States and elsewhere, and other factors that contribute to uncertainty and volatility, natural and man-made

disasters, civil unrest, geopolitical uncertainty, and conditions that may result from legislative, regulatory, trade and policy changes

associated with the current or subsequent Irish, US or UK administrations; legal proceedings instituted against the Company; actions by

third parties, including government agencies; the Company's ability to promptly and effectively integrate Smurfit Kappa's and WestRock's

businesses; the Company's ability to achieve the synergies and value creation contemplated by the Combination; the Company's ability to

meet expectations regarding the accounting and tax treatments of the Combination, including the risk that the Internal Revenue Service

may assert that the Company should be treated as a US corporation or be subject to certain unfavorable US federal income tax rules under

Section 7874 of the Internal Revenue Code of 1986, as amended, as a result of the Combination; other factors such as future market

conditions, currency fluctuations, the behavior of other market participants, the actions of regulators and other factors such as changes

in the political, social and regulatory framework in which the Company's group operates or in economic or technological trends or conditions,

and other risk factors included 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

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 UK Listing Rules, 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.

About Smurfit Westrock

Smurfit Westrock is a leading provider of paper-based

packaging solutions in the world, with approximately 97,000 employees across 40 countries.

Contact

Ciarán Potts

Smurfit Westrock

T: +353 1 202 71 27

E: ir@smurfitwestrock.com

FTI Consulting

T: +353 1 765 0800

E: smurfitwestrock@fticonsulting.com

Page 3 of 9

Condensed Consolidated Statements of Operations (Unaudited)

(in millions, except per share data)

Three months ended

March 31,

2026

2025

Net sales

$ 7,712

$ 7,656

Cost of goods sold

(6,444 )

(6,079 )

Gross profit

1,268

1,577

Selling, general and administrative expenses

(961 )

(973 )

Impairment and restructuring costs

(54 )

(15 )

Transaction and integration-related expenses associated with the Combination

(36 )

Operating profit

253

553

Interest expense, net

(166 )

(167 )

Pension and other postretirement non-service income, net

Other expense, net

(11 )

(5 )

Income before income taxes

390

Income tax expense

(21 )

(8 )

Net income

382

Net income attributable to noncontrolling interests

Net income attributable to common shareholders

$ 65

$ 384

Basic earnings per share attributable to common shareholders

$ 0.12

$ 0.74

Diluted earnings per share attributable to common shareholders

$ 0.12

$ 0.73

Page 4 of 9

Segment Information

We report our financial results of operations in the following three

reportable segments:

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 the Caribbean, Argentina, Brazil, Chile, Colombia,

Ecuador and Peru.

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, net, share-based compensation expense, other expense, net, impairment and restructuring costs,

transaction and integration-related expenses associated with the Combination and other specific items that management believes are not

indicative of the ongoing operating results of the business.

Financial information by segment is summarized below (in millions,

except margins).

Three months ended

March 31,

2026

2025

Net sales (unaffiliated customers)

North America

$ 4,407

$ 4,578

Europe, MEA and APAC

2,765

2,576

LATAM

540

502

Total

$ 7,712

$ 7,656

Add net sales (intersegment)

North America

$ 95

$ 91

Europe, MEA and APAC

LATAM

Total

$ 101

$ 108

Net sales (aggregate)

North America

$ 4,502

$ 4,669

Europe, MEA and APAC

2,771

2,582

LATAM

540

513

Total

$ 7,813

$ 7,764

Adjusted EBITDA

North America

$ 597

$ 785

Europe, MEA and APAC

421

389

LATAM

109

115

Total

$ 1,127

$ 1,289

Adjusted EBITDA Margin1

North America

13.3 %

16.8 %

Europe, MEA and APAC

15.2 %

15.1 %

LATAM

20.2 %

22.5 %

1 Adjusted

EBITDA / Net sales (aggregate)

Page 5 of 9

Condensed Consolidated Balance Sheets (Unaudited)

(in millions, except share and per share data)

March 31,

2026

December 31,

2025

Assets

Current assets:

Cash

and cash equivalents (amounts related to consolidated variable interest entities of $6 million and $3 million at March 31,

2026 and December 31, 2025, respectively)

$ 674

$ 892

Accounts receivable, net (amounts related to consolidated variable interest entities of $834 million and $876 million at March 31, 2026 and December 31, 2025, respectively)

4,644

4,268

Inventories

3,583

3,693

Other current assets

1,651

1,586

Total current assets

10,552

10,439

Property, plant and equipment, net

22,900

23,232

Goodwill

7,186

7,218

Intangibles, net

1,036

1,059

Prepaid pension asset

642

616

Other non-current assets (amounts related to consolidated variable interest entities of $393 million and $393 million at March 31, 2026 and December 31, 2025, respectively)

2,854

2,593

Total assets

$ 45,170

$ 45,157

Liabilities and Equity

Current liabilities:

Accounts payable

$ 3,344

$ 3,597

Accrued expenses

636

601

Accrued compensation and benefits

832

997

Current portion of debt

980

346

Other current liabilities

1,522

1,523

Total current liabilities

7,314

7,064

Non-current debt due after one year (amounts related to consolidated variable interest entities of $369 million and $376 million at March 31, 2026 and December 31, 2025, respectively)

13,275

13,427

Deferred tax liabilities

3,410

3,297

Pension liabilities and other postretirement benefits, net of current portion

686

697

Other non-current liabilities (amounts related to consolidated variable interest entities of $335 million and $335 million at March 31, 2026 and December 31, 2025, respectively)

2,402

2,318

Total liabilities

27,087

26,803

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; 524,457,866 and 522,310,486 shares outstanding at March 31, 2026 and December 31, 2025, respectively

Treasury stock, at cost; 706,129 and 1,449,320 common stock at March 31, 2026 and December 31, 2025, respectively

(34 )

(64 )

Capital in excess of par value

16,095

16,083

Accumulated other comprehensive loss

(401 )

(348 )

Retained earnings

2,397

2,655

Total shareholders’ equity

18,058

18,327

Noncontrolling interests

Total equity

18,083

18,354

Total liabilities and equity

$ 45,170

$ 45,157

Page 6 of 9

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in millions)

Three months ended

March 31,

2026

2025

Operating activities:

Net income

382

Adjustments to reconcile consolidated net income to net cash provided by operating activities:

Depreciation, depletion and amortization

728

603

Impairment of assets

Cash surrender value increase in excess of premiums paid

)

Share-based compensation expense

Deferred income tax benefit

(36

)

(29

)

Pension and other postretirement funding more than cost

(27

)

(23

)

Other

)

Change in operating assets and liabilities, net of acquisitions and divestitures:

Accounts receivable

(398

)

(342

)

Inventories

101

(62

)

Other assets

(48

)

(47

)

Accounts payable

(44

)

(117

)

Income taxes

(48

)

(70

)

Accrued liabilities and other

(143

)

(99

)

Net cash provided by operating activities

204

235

Investing activities:

Capital expenditures

(624

)

(477

)

Cash paid for purchase of businesses, net of cash acquired

(18

)

Proceeds from corporate owed life insurance

Proceeds from sale of property, plant and equipment

Other

Net cash used for investing activities

(627

)

(476

)

Financing activities:

Additions to debt

295

Repayments of debt

(29

)

(65

)

Debt issuance costs

)

Changes in commercial paper, net

507

246

Other debt additions (repayments), net

(16

)

Repayments of finance lease liabilities

(14

)

(16

)

Proceeds from re-issuance of shares from treasury stock

Tax paid in connection with shares withheld from employees

(83

)

(64

)

Cash dividends paid to shareholders

(237

)

(225

)

Other

Net cash provided by financing activities

209

151

Effect of exchange rate changes on cash and cash equivalents

)

Decrease in cash and cash equivalents

(218

)

(58

)

Cash and cash equivalents at beginning of period

892

855

Cash and cash equivalents at end of period

674

797

Page 7 of 9

Non-GAAP Financial Measures and Reconciliations

Smurfit

Westrock reports its financial results in accordance with accounting principles generally accepted in the United States ("GAAP").

However, management believes certain non-GAAP financial measures provide 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. Smurfit Westrock management also uses these non-GAAP financial measures 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 measures we present

may differ from similarly captioned measures presented by other companies. Smurfit Westrock uses the non-GAAP financial measures “Adjusted

EBITDA”, “Adjusted EBITDA Margin” and “Adjusted Basic Earnings Per Share” (referred to as “Adjusted

Basic EPS”). We discuss below details of the non-GAAP financial measures presented by us and provide reconciliations of these non-GAAP

financial measures to the most directly comparable financial measures calculated in accordance with GAAP.

Definitions

Smurfit Westrock uses the non-GAAP

financial measures “Adjusted EBITDA” and “Adjusted EBITDA Margin” 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, net, share-based

compensation expense, other expense, net, impairment and restructuring costs, transaction and integration-related expenses associated

with the Combination and other specific items that management believes are not indicative of the ongoing operating results of the business.

Management believes Adjusted

EBITDA and Adjusted EBITDA Margin measures provide Smurfit Westrock’s management, Board of Directors, investors, potential investors,

securities analysts and others with useful information to evaluate Smurfit Westrock’s 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. Adjusted EBITDA

Margin is calculated as Adjusted EBITDA divided by Net Sales.

Smurfit Westrock uses the non-GAAP financial measure “Adjusted

Basic EPS”. Management believes this measure provides Smurfit Westrock’s management, Board of Directors, investors, potential

investors, securities analysts and others with useful information to evaluate Smurfit Westrock’s performance because it excludes

impairment and restructuring costs, transaction and integration-related expenses associated with

the Combination and other specific items that management believes are not indicative of the ongoing operating results of the business.

Smurfit Westrock and its Board of Directors use this information when making financial, operating and planning decisions and when

evaluating Smurfit Westrock’s performance relative to other periods. Smurfit Westrock believes that the most directly comparable

GAAP measure to Adjusted Basic EPS is Basic earnings per share attributable to common shareholders (referred to as “Basic EPS”).

Page 8 of 9

Reconciliations to Most Comparable GAAP Measure

Set forth below is a reconciliation of the non-GAAP financial measures

Adjusted EBITDA and Adjusted EBITDA Margin to Net Income and Net Income Margin, the most directly comparable GAAP measures, for the periods

indicated (in millions, except margins).

Three months ended

March 31,

2026

2025

Net income

382

Income tax expense

Depreciation, depletion and amortization

728

603

Impairment and restructuring costs

Transaction and integration-related expenses associated with the Combination

Interest expense, net

166

167

Pension and other postretirement non-service income, net

)

Share-based compensation expense

Other expense, net

Other adjustments

Adjusted EBITDA

1,076

1,252

Net Sales

7,712

7,656

Net Income Margin1

0.8

5.0

Adjusted EBITDA Margin2

14.0

16.4

1 Net

Income / Net Sales

2 Adjusted

EBITDA / Net Sales

Set forth below is a reconciliation of the non-GAAP financial measure

Adjusted Basic EPS to Basic EPS, the most directly comparable GAAP measure for the periods indicated.

Three months ended

March 31,

2026

2025

Basic EPS

0.12

0.74

Impairment and restructuring costs

0.10

0.03

Accelerated depreciation related to machine closures

0.13

Transaction and integration-related expenses associated with the Combination

0.07

Other adjustments

0.03

Income tax on above items

(0.05

)

(0.16

)

Adjusted Basic EPS

0.33

0.68

Page 9 of 9

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