Smurfit Westrock Announces that one of its subsidiaries, WRKCo Inc., Makes Application to Cease to be a Reporting Issuer in Certain Canadian Jurisdictions

Smurfit Westrock plc announces that one of its indirect wholly owned subsidiaries, WRKCo Inc. (“WRKCo”), has applied to the Autorité des marchés financiers (the “AMF”), as WRKCo’s principal securities regulator in Canada, for a decision that it has ceased to be a reporting issuer (the “Order Sought”) in Québec, Manitoba and British Columbia (the “Canadian Jurisdictions”).  

 WRKCo has eight series of outstanding notes, consisting of an aggregate principal amount of US$600 million 3.750% Senior Notes due 2025, an aggregate principal amount of US$750 million 4.650% Senior Notes due 2026, an aggregate principal amount of US$500 million 3.375% Senior Notes due 2027, an aggregate principal amount of US$600 million 4.000% Senior Notes due 2028, an aggregate principal amount of US$500 million 3.900% Senior Notes due 2028, an aggregate principal amount of US$750 million 4.900% Senior Notes due 2029, an aggregate principal amount of US$500 million 4.200% Senior Notes due 2032 and an aggregate principal amount of US$600 million 3.000% Senior Notes due 2033 (collectively, the “Notes”), which are guaranteed by Smurfit Westrock and certain of its other subsidiaries.  

 If the Order Sought is granted by the AMF, WRKCo will cease to be a reporting issuer in the Canadian Jurisdictions and, as a result, will no longer be subject to continuous disclosure requirements under Canadian securities legislation.  

The Notes may be subject to resale restrictions under applicable Canadian securities legislation. Holders of Notes residing in Canada are advised to seek Canadian legal advice prior to any resale of the Notes.  

WRKCo will continue to deliver to Canadian resident Note holders disclosure that it would be required to deliver to United States resident Note holders under United States securities law, if any. 

This press release is being issued pursuant to certain Canadian regulatory requirements. 

Forward-Looking Statements 

This news release contains forward-looking information that involves risks and uncertainties, including relating to the possible granting of the Order Sought by the AMF and the applicability of resale restrictions to the Notes. Actual future results, including whether the Order Sought will be granted, could vary from those expressed or implied by the forward-looking information in this news release, and depend on regulatory developments, including actions taken by the AMF and/or other regulatory bodies. This forward-looking information is given as of the date of this news release and, other than as required by applicable securities laws, Smurfit Westrock and WRKCo do not assume any obligation to update or revise it to reflect new events or circumstances. The forward-looking information contained in this release is expressly qualified by this cautionary statement.