Sec Form 4 Filing - Shoemaker Samuel W. @ WestRock Co - 2024-07-05

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Shoemaker Samuel W. 2. Issuer Name and Ticker or Trading Symbol WestRock Co [ WRK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President, Consumer Packaging (Last) (First) (Middle) 1000 ABERNATHY ROAD NE, SUITE 125 3. Date of Earliest Transaction (MM/DD/YY) 07/05/2024 (Street) ATLANTA, GA30328 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 07/05/2024 D 4,899 D 0 D Common Stock 07/05/2024 D 22,342.9 ( 2 ) D 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Shoemaker Samuel W. 1000 ABERNATHY ROAD NE SUITE 125 ATLANTA, GA30328 President, Consumer Packaging Signatures Steph W. Bignon (attorney-in-fact pursuant to power of attorney previously filed with the SEC) 07/08/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Transaction Agreement, dated as of September 12, 2023, by and among the Issuer, Smurfit Kappa Group plc, Smurfit Westrock plc (formerly known as Smurfit WestRock Limited, "Smurfit Westrock"), and Sun Merger Sub, LLC (the "Transaction Agreement"), at the Merger Effective Time (as defined in the Transaction Agreement), each share of the Issuer's common stock held by the Reporting Person was cancelled and automatically converted into the right to receive, without interest and less applicable withholding taxes, one ordinary share of Smurfit Westrock and $5.00 in cash. ( 2 )Includes dividend equivalents exempt from Section 16 that were credited since the Reporting Person's most recent Form 4. ( 3 )Pursuant to the Transaction Agreement, at the Merger Effective Time, each outstanding award of time-based restricted stock units ("RSUs") of the Issuer ("Issuer RSUs") held by the Reporting Person was assumed by Smurfit Westrock and converted into (a) an award of time-based RSUs corresponding to the number of ordinary shares of Smurfit Westrock (rounded down to the nearest whole number of ordinary shares) equal to the number of shares of the Issuer's common stock subject to such Issuer RSUs as of immediately prior to the Merger Effective Time, and (b) an unvested $5 cash award with respect to each such Issuer RSU. Each award in (a) and (b) will be subject to the same terms and conditions (including vesting schedules) as applied to the Issuer RSUs immediately prior to the Merger Effective Time.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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