Form 8-K

8-K — Smurfit Westrock plc

Accession: 0001104659-26-119345

Filed: 2026-10-28

Period: 2026-10-28

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 — tm2628367d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2628367d1_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2628367d1_ex99-2.htm)

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8-K — FORM 8-K

8-K (Primary)

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0002005951

2026-10-28

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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): October 28, 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 October 28, 2026, Smurfit Westrock plc (the “Company”)

issued a press release announcing the financial results for the third quarter ended September 30, 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 October 28, 2026, the Company will host a conference call during

which it will discuss the Company’s financial results for the third quarter ended September 30, 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 Third Quarter 2026 Earnings Press Release dated October 28,

2026

99.2 Third 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 & Chief Financial Officer

Date: October 28, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2628367d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

www.smurfitwestrock.com

Smurfit Westrock Reports Third Quarter

2026 Results

October 28, 2026 – Smurfit Westrock plc (NYSE:

SW) today announced the financial results for the third quarter ended September 30, 2026.

Key Points:

• Net Sales of $8,161 million

• Net Income of $219 million, with a Net Income Margin of 2.7%

• Adjusted EBITDA1 of $1,205 million, with an Adjusted EBITDA Margin1 of 14.8%

• Net Cash Provided by Operating Activities of $874 million

• Quarterly dividend of $0.4523 per ordinary share

Smurfit Westrock plc’s performance for the three months

ended September 30, 2026 and 2025 (in millions, except margins and per share data):

Three months ended September 30,

2026

2025

Net Sales

$ 8,161

$ 8,003

Net Income

$ 219

$ 245

Net Income Margin

2.7 %

3.1 %

Adjusted EBITDA1

$ 1,205

$ 1,302

Adjusted EBITDA Margin1

14.8 %

16.3 %

Net Cash Provided by Operating Activities

$ 874

$ 1,133

Basic EPS

$ 0.42

$ 0.47

Adjusted Basic EPS1

$ 0.45

$ 0.58

Tony Smurfit, President and CEO, commented:

“Set against unprecedented cost inflation and somewhat

weaker than anticipated converting volumes, our third quarter performance of Adjusted EBITDA1 of $1,205 million with an Adjusted

EBITDA Margin1 of 14.8% represents a resilient performance. Across all our regions we continue to make good progress in implementing

our owner operator model and developing our innovative packaging approach for our customers. We have also implemented significant pricing

initiatives across most paper grades and we expect these should more than offset input costs as these increases are passed through.

“Our North American business continues to make good

progress. The region reported Adjusted EBITDA of $760 million and an Adjusted EBITDA margin of 15.6% for the third quarter. We remain

sold out in all containerboard grades, and most consumer grades, and our converting businesses in both business areas continue to improve.

Our focus on quality and service, as well as investment in productivity and efficiency, is winning customers and has established a strong

foundation for future performance. In both Corrugated and Consumer, we continue to see a reduction in loss makers and are optimizing our

businesses to improve returns. Most importantly, I am particularly impressed with the expertise and commitment of our people that are

leading the change towards a customer centric, performance-led culture.

“Our EMEA & APAC business continues to outperform

in a market that is heavily impacted by rising energy costs. The region reported Adjusted EBITDA of $379 million and an Adjusted EBITDA

margin of 13.4% for the third quarter. Containerboard price increases to offset costs have been implemented and are being passed on with

the normal time lag. Our EMEA & APAC business is increasingly seen as the partner of choice due to our unrivalled product portfolio

and our leadership and investment in innovation, sustainability, quality and service.

“In our Latin American region, during the third quarter,

we announced our agreement to acquire the containerboard assets of CMPC in Chile. This acquisition further strengthens our leadership

presence in Latin America as the only pan regional supplier, where we continue to see many opportunities for development. For the quarter,

the region reported Adjusted EBITDA of $126 million and an Adjusted EBITDA margin of 21.4%.

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.

"For full year 2026,

we now estimate our Adjusted EBITDA2 to be approximately $4.7 billion. This expected

outcome primarily reflects the continued and unprecedented cost inflation we are experiencing. For example, for the full year 2026 we

expect to absorb approximately $700 million of additional freight and energy costs alone, significantly more than anticipated. We have,

and are, implementing price increases to more than offset these costs, the full benefits of which we expect to realize into 2027. Against

what has been a challenging operating environment I am very proud of the efforts of all our people who have set the foundation for continued

progress into 2027 and beyond.”

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 December 10,

2026 to shareholders of record at the close of business on November 13, 2026.

Earnings Call

Management will host an earnings conference call today at

7:30 AM ET / 11:30 AM GMT 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.

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 (the “Securities Act”),

and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) 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 (re-registered as Smurfit Kappa Group Limited) (“Smurfit Kappa”) and WestRock Company

(“WestRock”) (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 unprecedented inflation and energy

prices, announced closures and additional economic downtime, our ability to increase prices to offset elevated costs and pass through

such increases and any other statements regarding Smurfit Westrock'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 Smurfit Westrock, 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; our ability to increase prices to offset elevated costs and pass

through such increases; 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 U.S. 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

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).

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, including delays or failure to complete pending transactions, the incurrence of significant

transaction costs, adverse market reactions, and regulatory or legal challenges; 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 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, U.S. or other 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 U.S. corporation or be subject to certain unfavorable U.S.

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. The Company’s forward-looking statements speak only as of the date of

this press release or as of the date they are made. 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, 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 96,000 employees across 40 countries.

Contact

Ciarán Potts

FTI Consulting

Smurfit Westrock

T: +353 1 202 71 27

T: +353 1 765 0800

E: ir@smurfitwestrock.com

E: smurfitwestrock@fticonsulting.com

Condensed Consolidated Statements of Operations (Unaudited)

(in millions, except per share data)

Three months ended September 30,

Nine months ended September 30,

2026

2025

2026

2025

Net sales

$ 8,161

$ 8,003

$ 23,904

$ 23,599

Cost of goods sold

(6,721 )

(6,434 )

(19,797 )

(18,938 )

Gross profit

1,440

1,569

4,107

4,661

Selling, general and administrative expenses

(927 )

(963 )

(2,858 )

(2,899 )

Impairment and restructuring costs

(26 )

(65 )

(199 )

(360 )

Transaction and integration-related expenses associated with the Combination

—

(15 )

(1 )

(72 )

Operating profit

487

526

1,049

1,330

Interest expense, net

(174 )

(177 )

(519 )

(526 )

Pension and other postretirement non-service income, net

Other expense, net

(7 )

(21 )

(30 )

(44 )

Income before income taxes

314

336

526

784

Income tax expense

(95 )

(91 )

(156 )

(183 )

Net income

219

245

370

601

Net loss attributable to noncontrolling interests

Net income attributable to common shareholders

$ 222

$ 246

$ 376

$ 602

Basic earnings per share attributable to common shareholders

$ 0.42

$ 0.47

$ 0.72

$ 1.15

Diluted earnings per share attributable to common shareholders

$ 0.42

$ 0.47

$ 0.71

$ 1.14

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 together with Europe, “EMEA”) 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 September 30,

Nine months ended September 30,

2026

2025

2026

2025

Net sales (unaffiliated customers)

North America

$ 4,750

$ 4,639

$ 13,813

$ 13,869

Europe, MEA and APAC

2,824

2,819

8,405

8,168

LATAM

587

545

1,686

1,562

Total

$ 8,161

$ 8,003

$ 23,904

$ 23,599

Add net sales (intersegment)

North America

$ 109

$ 82

$ 291

$ 276

Europe, MEA and APAC

LATAM

—

Total

$ 122

$ 94

$ 320

$ 313

Net sales (aggregate)

North America

$ 4,859

$ 4,721

$ 14,104

$ 14,145

Europe, MEA and APAC

2,836

2,831

8,433

8,191

LATAM

588

545

1,687

1,576

Total

$ 8,283

$ 8,097

$ 24,224

$ 23,912

Adjusted EBITDA

North America

$ 760

$ 810

$ 2,061

$ 2,347

Europe, MEA and APAC

379

419

1,180

LATAM

126

116

359

354

Total

$ 1,265

$ 1,345

$ 3,600

$ 3,881

Adjusted EBITDA Margin3

North America

15.6 %

17.2 %

14.6 %

16.6 %

Europe, MEA and APAC

13.4 %

14.8 %

14.0 %

14.4 %

LATAM

21.4 %

21.3 %

22.5 %

3 Adjusted EBITDA

/ Net sales (aggregate)

Condensed Consolidated Balance Sheets (Unaudited)

(in millions, except share and per share data)

September 30,

2026

December 31,

2025

Assets

Current assets:

Cash and cash equivalents (amounts related to consolidated variable interest entities of $1 million and $3 million at September 30, 2026 and December 31, 2025, respectively)

$ 723

$ 892

Accounts receivable, net (amounts related to consolidated variable interest entities of $858 million and $876 million at September 30, 2026 and December 31, 2025, respectively)

4,946

4,268

Inventories

3,768

3,693

Other current assets

1,697

1,586

Total current assets

11,134

10,439

Property, plant and equipment, net

22,467

23,232

Goodwill

7,153

7,218

Intangibles, net

991

1,059

Prepaid pension asset

712

616

Other non-current assets (amounts related to consolidated variable interest entities of $398 million and $393 million at September 30, 2026 and December 31, 2025, respectively)

2,688

2,593

Total assets

$ 45,145

$ 45,157

Liabilities and Equity

Current liabilities:

Accounts payable

$ 3,521

$ 3,597

Accrued expenses

712

601

Accrued compensation and benefits

900

997

Current portion of debt

842

346

Other current liabilities

1,569

1,523

Total current liabilities

7,544

7,064

Non-current debt due after one year (amounts related to consolidated variable interest entities of $365 million and $376 million at September 30, 2026 and December 31, 2025, respectively)

13,207

13,427

Deferred tax liabilities

3,321

3,297

Pension liabilities and other postretirement benefits, net of current portion

668

697

Other non-current liabilities (amounts related to consolidated variable interest entities of $336 million and $335 million at September 30, 2026 and December 31, 2025, respectively)

2,391

2,318

Total liabilities

27,131

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; 524,526,075 and 522,310,486 shares outstanding at September 30, 2026 and December 31, 2025, respectively

Treasury stock, at cost; 706,129 and 1,449,320 common stock at September 30, 2026, and December 31, 2025, respectively

(34 )

(64 )

Capital in excess of par value

16,152

16,083

Accumulated other comprehensive loss

(364 )

(348 )

Retained earnings

2,238

2,655

Total shareholders’ equity

17,993

18,327

Noncontrolling interests

Total equity

18,014

18,354

Total liabilities and equity

$ 45,145

$ 45,157

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in millions)

Three months ended September 30,

Nine months ended September 30,

2026

2025

2026

2025

Operating activities:

Net income

$ 219

$ 245

$ 370

$ 601

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

Depreciation, depletion and amortization

678

659

2,084

1,875

Impairment of assets

108

242

Cash surrender value increase in excess of premiums paid

(6 )

(14 )

(31 )

(34 )

Share-based compensation expense

114

Deferred income tax expense (benefit)

(12 )

(91 )

(139 )

Pension and other postretirement funding more than cost

(26 )

(24 )

(85 )

(83 )

Other

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

Accounts receivable

(45 )

185

(711 )

(249 )

Inventories

(173 )

(4 )

(100 )

(59 )

Other assets

(5 )

(19 )

Accounts payable

(107 )

163

(142 )

Income taxes

(1 )

(29 )

Accrued liabilities and other

106

Net cash provided by operating activities

874

1,133

1,843

2,197

Investing activities:

Capital expenditures

(514 )

(610 )

(1,603 )

(1,609 )

Cash paid for purchase of businesses, net of cash acquired

(1 )

—

(20 )

(5 )

Proceeds from corporate owned life insurance

Proceeds from sale of property, plant and equipment

Other

(3 )

—

Net cash used for investing activities

(479 )

(568 )

(1,554 )

(1,564 )

Financing activities:

Additions to debt

510

Repayments of debt

(3 )

(25 )

(51 )

(146 )

Debt issuance costs

(1 )

(2 )

(5 )

(8 )

Changes in commercial paper, net

(83 )

(227 )

363

(245 )

Other debt (repayments) additions, net

(10 )

(16 )

Repayments of finance lease liabilities

(11 )

(6 )

(38 )

(29 )

Proceeds from re-issuance of shares from treasury stock

—

Tax paid in connection with shares withheld from employees

(1 )

(72 )

(68 )

Cash dividends paid to shareholders

(238 )

(225 )

(712 )

(675 )

Other

—

Net cash used for financing activities

(331 )

(470 )

(440 )

(674 )

Effect of exchange rate changes on cash and cash equivalents

(18 )

(22 )

(18 )

Increase (decrease) in cash and cash equivalents

(169 )

(4 )

Cash and cash equivalents at beginning of period

677

778

892

855

Cash and cash equivalents at end of period

$ 723

$ 851

$ 723

$ 851

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”).

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 September 30,

Nine months ended September 30,

2026

2025

2026

2025

Net income

$ 219

$ 245

$ 370

$ 601

Income tax expense

156

183

Depreciation, depletion and amortization

678

659

2,084

1,875

Impairment and restructuring costs

199

360

Transaction and integration-related expenses associated with the Combination

—

Interest expense, net

174

177

519

526

Pension and other postretirement non-service income, net

(8 )

(26 )

(24 )

Share-based compensation expense

114

Other expense, net

Other adjustments

(7 )

Adjusted EBITDA

$ 1,205

$ 1,302

$ 3,421

$ 3,767

Net Sales

$ 8,161

$ 8,003

$ 23,904

$ 23,599

Net Income Margin4

2.7 %

3.1 %

1.5 %

2.5 %

Adjusted EBITDA Margin5

14.8 %

16.3 %

14.3 %

16.0 %

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 September 30,

Nine months ended September 30,

2026

2025

2026

2025

Basic EPS

$ 0.42

$ 0.47

$ 0.72

$ 1.15

Impairment and restructuring costs

0.05

0.13

0.37

0.69

Accelerated depreciation related to machine closures

0.01

—

0.15

—

Transaction and integration-related expenses associated with the Combination

—

0.03

—

0.14

Other adjustments

(0.02 )

—

0.03

Income tax

(0.01 )

(0.05 )

(0.13 )

(0.30 )

Adjusted Basic EPS

$ 0.45

$ 0.58

$ 1.14

$ 1.71

4 Net Income / Net

Sales

5 Adjusted EBITDA

/ Net Sales

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