Smurfit Westrock plc Files 8-K on Financial Obligations

TL;DR

Smurfit Westrock plc filed an 8-K on Nov 21, 2025, detailing new financial obligations.

AI Summary

Smurfit Westrock plc filed an 8-K on November 24, 2025, reporting events as of November 21, 2025. The filing primarily concerns the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement, along with other events and financial statements/exhibits. The company was formerly known as Smurfit WestRock plc and Smurfit WestRock Ltd.

Why It Matters

This filing indicates new financial commitments or arrangements for Smurfit Westrock plc, which could impact its financial structure and future obligations.

Risk Assessment

Risk Level: medium — Filings related to financial obligations can introduce new risks or clarify existing ones for investors.

Key Players & Entities

• Smurfit Westrock plc (company) — Registrant
• Smurfit WestRock plc (company) — Former Company Name
• Smurfit WestRock Ltd (company) — Former Company Name
• November 21, 2025 (date) — Date of earliest event reported
• November 24, 2025 (date) — Filing Date

FAQ

Key Financial Figures

• $0.001 — registered Ordinary shares, par value $0.001 per share SW New York Stock Exchange
• $800 million — rated under the laws of Ireland, issued $800 million in aggregate principal amount of 5.185%
• $500 million — the Notes (i) to redeem the outstanding $500 million in aggregate principal amount of 3.375%

Filing Documents

• tm2531908d1_8k.htm (8-K) — 59KB
• tm2531908d1_ex1-1.htm (EX-1.1) — 300KB
• tm2531908d1_ex1-2.htm (EX-1.2) — 409KB
• tm2531908d1_ex4-1.htm (EX-4.1) — 627KB
• tm2531908d1_ex4-2.htm (EX-4.2) — 217KB
• tm2531908d1_ex4-3.htm (EX-4.3) — 226KB
• tm2531908d1_ex5-1.htm (EX-5.1) — 28KB
• tm2531908d1_ex5-2.htm (EX-5.2) — 28KB
• tm2531908d1_ex5-3.htm (EX-5.3) — 106KB
• tm2531908d1_ex5-4.htm (EX-5.4) — 106KB
• tm2531908d1_ex5-5.htm (EX-5.5) — 62KB
• tm2531908d1_ex5-6.htm (EX-5.6) — 60KB
• tm2531908d1_ex5-7.htm (EX-5.7) — 23KB
• tm2531908d1_ex5-8.htm (EX-5.8) — 23KB
• image_001.jpg (GRAPHIC) — 6KB
• image_002.jpg (GRAPHIC) — 6KB
• sw-logo.jpg (GRAPHIC) — 6KB
• tm2531908d1_ex5-1img001.jpg (GRAPHIC) — 3KB
• tm2531908d1_ex5-2img001.jpg (GRAPHIC) — 3KB
• tm2531908d1_ex5-3img001.jpg (GRAPHIC) — 4KB
• tm2531908d1_ex5-3img002.jpg (GRAPHIC) — 3KB
• tm2531908d1_ex5-4img001.jpg (GRAPHIC) — 4KB
• tm2531908d1_ex5-4img002.jpg (GRAPHIC) — 2KB
• tm2531908d1_ex5-5img001.jpg (GRAPHIC) — 3KB
• tm2531908d1_ex5-5img002.jpg (GRAPHIC) — 1KB
• tm2531908d1_ex5-6img001.jpg (GRAPHIC) — 3KB
• tm2531908d1_ex5-6img002.jpg (GRAPHIC) — 1KB
• 0001104659-25-115157.txt ( ) — 2943KB
• sw-20251121.xsd (EX-101.SCH) — 3KB
• sw-20251121_lab.xml (EX-101.LAB) — 33KB
• sw-20251121_pre.xml (EX-101.PRE) — 22KB
• tm2531908d1_8k_htm.xml (XML) — 4KB

03. Creation of

Item 2.03. 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 2036 (the "USD Notes") pursuant to an indenture, dated as of November 21, 2025 (the "Base Indenture"), as supplemented by an officers' certificate dated November 21, 2025 (the "USD Officers' Certificate"), among SWF, the USD Guarantors (as defined below) and Deutsche Bank Trust Company Americas, as trustee. On November 24, 2025, Smurfit Kappa Treasury Unlimited Company ("SKT" and, together with SWF, the "Issuers"), a public unlimited company incorporated under the laws of Ireland and a wholly-owned indirect subsidiary of Smurfit Westrock, issued 500 million in aggregate principal amount of 3.489% senior notes due 2031 (the "EUR Notes" and, together with the USD Notes, the "Notes") pursuant to the Base Indenture, as supplemented by an officers' certificate dated November 24, 2025 (the "EUR Officers' Certificate"), among SKT, the EUR Guarantors (as defined below) and Deutsche Bank Trust Company Americas, as trustee. The Notes have been registered under the U.S. Securities Act of 1933, as amended, pursuant to a registration statement (the "Registration 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. The Issuers intend to

01. Other Events

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.

01. Financial Statements

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, Vic

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

View Full Filing

View this 8-K filing on SEC EDGAR