Smurfit Westrock (SW) Risk Factor Changes

operations, cash flows and financial condition, and the trading price of our ordinary shares.

operations, cash flows and financial condition, and the trading price of our ordinary shares.

regulatory authorities, which would require additional financial and management resources.

weaknesses, the market price of our ordinary shares could decline and we could be subject to lawsuits, sanctions or investigations by

our accounting firm further identifies deficiencies in our internal control over financial reporting that are deemed to be material

over financial reporting may be discovered in the future.

requirements of the Sarbanes-Oxley Act.

compliance costs.

management time towards maintaining and improving our internal controls, which may materially adversely affect our operating

We are required to comply with the Sarbanes-Oxley Act, and we may continue to incur significant costs and devote substantial

these and other factors.

different trading days for the NYSE and the LSE), the trading prices of our shares on these two exchanges may at times differ due to

the NYSE and pounds sterling on the LSE) and at different times (resulting from different time zones, different trading hours and

Given trading in our shares on the NYSE and the London Stock Exchange (“LSE”) takes place in different currencies (U.S.

political unrest or change” and “We are exposed to risks related to international sales and operations.”

factors that are beyond our control, such as economic and financial market conditions, geopolitical conflicts and other social and

operations.

areas, including those with ongoing political or geopolitical uncertainty, which could pose security risks to our employees or

overall well-being of our colleagues is a top concern, critical to attracting and retaining the best talent, and plays a pivotal role in

health and safety obligations, as well as to continually improve our safety systems.

measures required for compliance.

We are subject to a broad range of laws and regulations relating to occupational health and safety, and our safety program includes

adverse effect on our business, results of operations, cash flows and financial condition, and the trading price of our ordinary shares.

in litigation or other actions being brought against us and the imposition of significant fines and, as a result, could have a material

failure may harm our reputation and credibility, adversely affect our revenues, reduce our ability to attract or retain customers, result

personal data, any material non-compliance with privacy, security or data protection laws or regulations or any general IT system

or the exercise of rights to access personal data by individuals.

state regulators may differ as to their interpretation of the GDPR and the approach they may take to breaches, enforcement, complaints

another or may conflict with other laws or our practices.

protection, it is possible that such requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to

While we endeavor to comply with all applicable laws and regulations relating to privacy, security, artificial intelligence and data

laws or regulations, and the impact they may have on us, cannot be predicted.

introduced which apply to us in any of the jurisdictions in which we operate.

protection laws.

elsewhere.

harmed, which could have a material adverse effect on our business, results of operations, cash flows and financial condition, and the

event that such allegations are proven, we may be subject to fines, damages awards and other expenses, and our reputation may be

effect on our reputation, business, financial condition and results of operations.

circumstances could adversely affect our results of operations, cash flows and financial condition, and the trading price of our ordinary

laws, regulations or enforcement practices will have on our results of operations, financial condition or cash flows.

current reserves.

laws, could result in more stringent or additional environmental compliance obligations for the Company that may require additional

complying with applicable environmental laws and regulations.

emergency protocols.

facilities.

Complex and lengthy processes may be required to obtain and renew approvals, permits, and licenses for new, existing or modified

regulations, as well as the requirements of environmental permits and similar authorizations issued by various government authorities.

activities.

Finally, the cost of compliance or the failure to comply with such laws and regulations could adversely affect our results of operations,

operations and may require significant expenditures, and our existing reserves for specific matters may not be adequate to cover future

Ongoing and future compliance with existing and new laws and requirements has the potential to disrupt and/or burden our business

Furthermore, following the Combination, we are required to comply with securities laws and other laws and regulations applicable in

compliance with sanctions regimes, which could adversely affect our results of operations, cash flows and financial condition, and the

our scale and footprint, we must monitor existing sanctions closely and exercise caution to avoid trading with any sanctioned country,

business, and the individuals, entities and products on these lists are being modified with increasing frequency in recent years.

foreign policy in recent years.

We are subject to regulation by trade sanctions and related legislation, which have become an increasingly prevalent instrument of

could cause a material change in our effective tax rate.

additional laws, the revision of existing laws, and/or developments in case law, regulations and policy changes.

The tax laws of Ireland and other jurisdictions in which we operate could change in the future, including through the enactment of

results of operations, cash flows and financial condition, and the trading price of our ordinary shares.

us to reputational harm or require us to incur additional costs, including substantial compliance costs, which may adversely affect our

applied or interpreted in ways that will require us to modify our equipment and/or operations, subject us to enforcement risk, expose

employment, data privacy, artificial intelligence, tax and health care.

those relating to the environment, product safety, competition, corruption, sanctions, occupational health and safety, labor and

We are subject to a wide variety of regional, national, state, provincial, and local laws, regulations and other requirements, including

reporting of transactions completed before the announcement of a change.

our business, results of operations, cash flows and financial condition, and the trading price of our ordinary shares, and could affect the

affect our reporting of transactions completed before such changes are effective.

and the trading price of our ordinary shares, or the manner in which we conduct our business.

accounting pronouncements could have a material adverse effect on our business, results of operations, cash flows financial condition,

legal requirements, covenant compliance, restrictions in our existing and any future debt agreements and other factors that our Board

payments, if any, because these depend on, among other considerations, future earnings, capital requirements and financial condition,

to dividends that are equivalent to the historical dividends, and there is no assurance as to the timing or level of future dividend

historically paid dividends, including progressive dividends there can be no assurance that our shareholders will receive or be entitled

financial condition, limitations under Irish law and other factors the Company deems relevant.

and access to capital markets, legal requirements, industry practice, the distribution of earnings to the Company by its subsidiaries, the

existing conditions, including, but not limited to, our results of operations, capital investment priorities, the market price of our shares

Any determination to pay dividends to our shareholders is at the discretion of the Company’s Board and will be dependent on then-

guarantees that the Company will pay dividends or will maintain or increase the level of any such dividends or that the Company

including the distributions of earnings to the Company by its subsidiaries, the financial condition and results of operations of the

condition and the trading price of our ordinary shares.

distributable reserves, any of which could have a material adverse effect on our business, results of operations, financial condition and

most of which are now closed to new entrants and future benefit accrual.

We have a number of pension arrangements that are currently in deficit and may require increased funding due to statutory

of operations, cash flows and financial condition, and the trading price of our ordinary shares.

As of December 31, 2025, we had goodwill and other intangible assets of $8.3 billion.

the trading price of our ordinary shares.

judgment, current or future circumstances change relating to the basis of the rating, outlook or watch, such as adverse changes to the

flows and financial condition, and the trading price of our ordinary shares.

•impede access to or increase the cost of additional debt or equity capital in the future;

As of December 31, 2025, our total debt was $13.8 billion.

Our debt could adversely affect our financial health and operating flexibility.

have a material adverse impact on our business, results of operations, cash flows and financial condition, and the trading price of our

have a material adverse effect on our business, results of operations, cash flows and financial condition, and the trading price of our

Failure by us to retain existing customers, attract new customers, and increase revenue from both new and existing customers could

use our services or that we will be able to continue to attract new volumes at the same rate as we have in the past.

The future growth of our business depends on our ability to retain existing customers, attract new customers as well as securing

ordinary shares.

Combination and could adversely affect our results of operations, cash flows and financial condition, and the trading price of our