Smurfit WestRock Files 8-K on Equity Sales & Bylaw Changes

TL;DR

Smurfit WestRock filed an 8-K on June 26, 2024, covering unregistered equity sales and changes to company bylaws.

AI Summary

On June 26, 2024, Smurfit WestRock plc filed an 8-K report detailing unregistered sales of equity securities. The filing also covers material modifications to security holder rights and amendments to the company's articles of incorporation or bylaws. This report is in accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934.

Why It Matters

This filing indicates potential changes in Smurfit WestRock's equity structure and governance, which could impact shareholder rights and the company's operational framework.

Risk Assessment

Risk Level: low — The filing is a standard disclosure of corporate actions and does not immediately suggest significant financial distress or operational disruption.

Key Players & Entities

• Smurfit WestRock plc (company) — Registrant
• June 26, 2024 (date) — Date of earliest event reported
• Securities Exchange Act of 1934 (legal_document) — Governing legislation for the filing

FAQ

Key Financial Figures

• $10,000,000 — rized share capital of the Company is US$10,000,000 and 50,000, divided into 9,500,000,000
• $0.001 — into 9,500,000,000 ordinary shares of US$0.001 each, 500,000,000 preference shares of

Filing Documents

• tm2418612d1_8k.htm (8-K) — 36KB
• tm2418612d1_ex3-1.htm (EX-3.1) — 339KB
• 0001104659-24-077378.txt ( ) — 598KB
• none-20240626.xsd (EX-101.SCH) — 3KB
• none-20240626_lab.xml (EX-101.LAB) — 34KB
• none-20240626_pre.xml (EX-101.PRE) — 22KB
• tm2418612d1_8k_htm.xml (XML) — 4KB

02. Unregistered Shares of Equity Securities

Item 3.02. Unregistered Shares of Equity Securities. The information set forth in Item 5.03 of this Current Report 8-K with respect to the allotment and issuance of non-voting preference shares is incorporated herein by reference.

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. The information set forth in Item 5.03 of this Current Report 8-K with respect to the allotment and issuance of non-voting preference shares is incorporated herein by reference.

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On June 26, 2024, following the requisite approval of the Board of Directors (the " Board ") of Smurfit WestRock Limited (" Smurfit WestRock " or the " Company ") and the Company's sole shareholder, Matsack Nominees Limited (" Matsack Nominees "), an amendment (the " Amendment ") to the Company's articles of association (the " Constitution ") was adopted. Prior to the Amendment, the authorized share capital of the Company was 25,000 divided into 25,000 ordinary shares of 1.00 each. The Amendment provides that the authorized share capital of the Company is US$10,000,000 and 50,000, divided into 9,500,000,000 ordinary shares of US$0.001 each, 500,000,000 preference shares of US$0.001 each, 25,000 ordinary shares of 1.00 each and 25,000 deferred shares of 1.00 each. Pursuant to the Amendment, the Board created a new class of 8% non-cumulative and non-voting Series "A" preference shares of $0.001 each (the " Preferred Shares "). The Board allotted and issued 10,000 Preferred Shares to Matsack Trust Limited in exchange for the provision of legal services. The Preferred Shares were issued in reliance on the exemption contained in Section 4(a)(2) of the US Securities Act of 1933, as amended (the " US Securities Act "). Matsack Nominees is a nominee shareholder which is a wholly owned subsidiary of Matsack Trust Limited, a professional services company that is controlled by Matheson LLP, legal advisors to the Company as to Irish law. The rights related to the Preferred Shares are summarized in Smurfit WestRock's registration statement on Form S-4, filed with the Securities and Exchange Commission and declared effective on April 26, 2024. The description above is qualified in its entirety by reference to the full text of the amended Constitution, a copy of which is attached hereto as Exhibit 3.1. 2

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. As described in Item 5.03 of this Current Report on Form 8-K, the following Exhibit is filed as part of this Current Report on Form 8-K. (d) Exhibits. Exhibit Number Description of Exhibit 3.1 Amended Constitution of Smurfit WestRock plc 104 Cover page interactive data file (formatted as inline xbrl) No Offer of Securities This Current Report on Form 8-K does not constitute or form part of any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation of any offer to sell, dispose of, purchase, acquire or subscribe for, any security, including any ordinary shares of $0.001 each in the capital of Smurfit WestRock (the " Ordinary Shares ") expected to be issued to shareholders (" Smurfit Kappa Shareholders ") of Smurfit Kappa Group plc (" Smurfit Kappa ") and stockholders of WestRock Company (" WestRock ") in connection with the proposed combination of Smurfit Kappa and WestRock (the " Combination "). In particular, the issuance of the Ordinary Shares in connection with the Combination to Smurfit Kappa Shareholders has not been, and is not expected to be, registered under the US Securities Act or the securities laws of any other jurisdiction. The Ordinary Shares to be issued in connection with the Combination to Smurfit Kappa Shareholders will be issued pursuant to an exemption from the registration requirements provided by Section 3(a)(10) of the US Securities Act based on the approval by the Irish High Court of the proposed scheme of arrangement (the " Scheme ") under Section 450 of the Companies Act 2014 of Ireland to effect the acquisition by Smurfit WestRock of the entire issued share capital of Smurfit Kappa (the " Smurfit Kappa Share Exchange ") under the terms of the Transaction Agreement by and among Smurfit Kappa, Smurfit WestRock, Sun Merger Sub, LLC, and WestRock. Section 3(a)(10) of the US Securities Act exempts securities issued in exchange for o

SIGNATURES

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 PL /s/ Ken Bowles Name: Ken Bowles Title: Executive Vice President and Group Chief Financial Officer Date: July 2, 2024 4

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View this 8-K filing on SEC EDGAR