Crown Holdings issues €500M 3.75% notes due 2031 to refinance 2026 debt

Crown Holdings issued €500,000,000 of 3.750% senior unsecured notes due 2031 through a wholly-owned subsidiary and sold them to qualified institutional and non-U.S. investors.

Rhea-AI Filing Summary

Crown Holdings issued €500,000,000 of 3.750% senior unsecured notes due 2031 through a wholly-owned subsidiary and sold them to qualified institutional and non-U.S. investors. The net proceeds, together with cash on hand, will be used to redeem the issuer's outstanding 2.875% senior notes due February 2026 and to pay related fees and expenses. The offering is unregistered under the Securities Act and was sold only to permitted purchasers; the notes are governed by an indenture dated October 6, 2025 with BNP Paribas as representative and U.S. Bank entities serving trustee and paying/transfer agent roles.

Positive

• €500,000,000 raised via senior unsecured notes provides cash to retire near-term maturity
• Maturity extended from February 2026 to 2031, smoothing the debt schedule

Negative

• Coupon increased to 3.750% from the redeemed 2.875%, raising interest costs on this principal
• Notes are unregistered under the Securities Act, limiting resale to qualified purchasers which may narrow investor base

Insights

Debt Capital Markets Analyst

TL;DR: Crown refinanced near-term debt by issuing €500M of 3.75% notes to retire 2.875% paper maturing in 2026.

The issuance increases long-term debt maturing in 2031 and provides cash to redeem the existing 2.875% notes due in February 2026. This shifts the company's documented maturity profile outward and replaces one tranche of unsecured senior notes with another under a standard indenture structure.

The move depends on access to international institutional buyers and market conditions for euro-denominated debt; the new coupon of 3.750% is higher than the redeemed 2.875%, which increases annual interest expense on this incremental principal until 2031. Watch upcoming interest expense disclosures and the company's stated use of proceeds in quarterly filings over the next 12 months.

8-K Event Classification

Item 2.03 — Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

1 item

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Crown Holdings (CCK) issue in this filing?

The company issued €500,000,000 of 3.750% senior unsecured notes due 2031 through a wholly-owned subsidiary.

How will Crown use the proceeds from the €500,000,000 offering?

Net proceeds, together with cash on hand, will be used to redeem outstanding 2.875% senior notes due February 2026 and to pay related fees and expenses.

Are the new notes registered in the United States?

No. The notes have not been registered under the Securities Act and were sold only to qualified institutional buyers and non-U.S. persons under Regulation S.

Who are the named parties in the indenture and trustee roles?

The indenture names BNP Paribas as representative of the initial purchasers, and U.S. Bank Trust Company, National Association as trustee with U.S. Bank Europe DAC as paying agent, registrar and transfer agent.

How does the new coupon compare to the redeemed notes?

The new notes carry a coupon of 3.750%, higher than the redeemed notes' 2.875% coupon.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/08/2025 - 04:37 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 6, 2025

CROWN HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

Pennsylvania		001-41550		75-3099507
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

14025 Riveredge Drive, Suite 300

Tampa, Florida 33637

(215) 698-5100

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Not Applicable

(Former name or former address, if changed since last report)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of each class		Trading Symbols		Name of each exchange on which registered
Common Stock $5.00 Par Value		CCK		New York Stock Exchange
7 3/8% Debentures Due 2026		CCK26		New York Stock Exchange
7 1/2% Debentures Due 2096		CCK96		New York Stock Exchange

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 (17CFR 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))

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 ☐

If 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. ☐

SECTION 1 - REGISTRANT’S BUSINESS AND OPERATIONS

Item 1.01. Entry into a Material Definitive Agreement.

The information provided in Item 2.03 below is hereby incorporated herein by reference.

SECTION 2 - FINANCIAL INFORMATION

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.

On October 6, 2025, Crown European Holdings S.A. (the “Issuer”), a wholly-owned subsidiary of Crown Holdings, Inc. (the “Company”), completed its note offering (the “Offering”) of €500,000,000 aggregate principal amount of 3.750% senior unsecured notes due 2031 (the “Notes”).

The Notes will mature on September 30, 2031 and will accrue interest at a rate of 3.750% per year. Interest on the Notes will be payable semi-annually on March 30 and September 30 of each year, beginning on March 30, 2026. The Issuer may redeem some or all of the Notes, at its option, at any time prior to June 30, 2031 by paying 100% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, and a make-whole premium. The Issuer may redeem some or all of the Notes, at its option, at any time on or after June 30, 2031 by paying 100% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

The Notes were sold in a private placement and resold by the initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act of 1933 (the “Securities Act”) and to non-U.S. persons pursuant to Regulation S of the Securities Act. The Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. The net proceeds from the Offering, together with cash on hand, will be used to redeem the Issuer’s outstanding 2.875% senior notes due in February 2026 and to pay related fees and expenses.

If the Issuer or the Company experiences a change of control repurchase event, the Issuer may be required to offer to purchase the Notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.

The Notes are senior obligations of the Issuer. The Notes will be unconditionally guaranteed on a senior basis by the Company and, subject to applicable law and exceptions, certain of the Company’s current and future subsidiaries organized under the laws of the United States, Canada, England and Wales, France, Germany, Luxembourg, Mexico, the Netherlands and Switzerland that are obligors under the Company’s senior secured credit facilities or that guarantees or otherwise becomes liable with respect to any other indebtedness of the Company, the Issuer or another guarantor, and subject to applicable law and exceptions, each of the Issuer’s subsidiaries that guarantee or otherwise become liable with respect to any indebtedness of the Company, the Issuer or another guarantor or is otherwise an obligor under the Company’s senior secured credit facilities.

The Notes have been issued under an indenture with U.S. Bank Trust Company, National Association, as trustee. The indenture governing the Notes contain covenants that will limit the ability of the Company and its subsidiaries (including the Issuer) to, among other things, create liens, engage in sale and leaseback transactions or merge or consolidate with or into other companies. If an event of default, as specified in the indenture governing the Notes, shall occur and be continuing, either the trustee or the holders of a specified percentage of the Notes may accelerate the maturity of all the Notes. The covenants, events of default and acceleration rights described in this paragraph are subject to important exceptions and qualifications, which are described in the indenture filed herewith.

The description set forth above is qualified in its entirety by the indenture governing the Notes filed herewith as Exhibit 4.1.

Cautionary Note Regarding Forward-Looking Statements

Except for historical information, all other information in this Form 8-K consists of forward-looking statements. These forward-looking statements involve a number of risks, uncertainties and other factors which may cause the actual results to be materially different from those expressed or implied in the forward-looking statements. Other important factors that could cause the statements made in this Form 8-K or the actual results of operations or financial condition of the Company to differ are discussed under the caption “Forward Looking Statements” in the Company’s Form 10-K Annual Report for the year ended December 31, 2024 and in subsequent filings made prior to or after the date hereof.

The Company does not intend to review or revise any particular forward-looking statement in light of future events.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit		Description
Exhibit 4.1		Indenture, dated October 6, 2025, among the Issuer, the Company, the other guarantors party thereto, BNP PARIBAS, as representative of the several initial purchasers party thereto, U.S. Bank Trust Company, National Association, as Trustee, U.S. Bank Europe DAC, as paying agent, registrar and transfer agent, relating to the €500,000,000 3.750% senior unsecured notes due 2031.
Exhibit 104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 8, 2025

CROWN HOLDINGS, INC.
By:		/s/ David A. Beaver
Name:		David A. Beaver
Title:		Vice President & Treasurer