[8-K] CROWN HOLDINGS, INC. Reports Material Event

Rhea-AI Filing Summary

Crown Holdings, Inc. disclosed that its subsidiary Crown European Holdings S.A. intends to offer €500,000,000 of senior unsecured notes under a Regulation S placement directed to non-U.S. persons outside the United States. The securities "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. The filing clarifies this is not an offer in jurisdictions where unlawful and reiterates reliance on previously filed materials, including the company's 10-K for the year ended December 31, 2024, and states the company does not intend to update particular forward-looking statements.

Positive

• €500,000,000 offering broadens access to euro-denominated funding
• Use of Regulation S targets non-U.S. investors, diversifying the investor base

Negative

• Notes are described as senior unsecured, which may command higher yields than secured debt
• Placement is not registered in the U.S., restricting participation by U.S. investors

Insights

Debt Capital Markets Analyst

Issuer aims to raise €500,000,000 via Reg S notes to non-U.S. investors.

The filing shows a planned issuance of €500,000,000 in senior unsecured notes by Crown European Holdings S.A., which expands the company's access to euro-denominated capital markets beyond the U.S. investor base. Because the placement is under Regulation S, it is targeted at non-U.S. persons and will not be registered in the United States.

This structure can be efficient for raising foreign currency liquidity quickly, but the filing provides no pricing, maturity, or use-of-proceeds details, so immediate investor impact is limited until terms are disclosed.

Corporate Securities Counsel

Legal positioning emphasizes non-U.S. distribution and Securities Act limitations.

The filing repeatedly states the notes "have not been registered under the Securities Act" and may not be offered in the U.S., highlighting reliance on an exemption for offshore transactions. The document also disclaims offers in jurisdictions where unlawful and references existing SEC filings such as the 2024 10-K.

The company notes it does not plan to revise particular forward-looking statements, indicating standard legal caution; no litigation, regulatory action, or final terms are disclosed in this notice.

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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): September 22, 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. ☐

Item 7.01. Regulation FD Disclosure.

Crown Holdings, Inc. (the “Company”) intends to offer senior unsecured notes (the “Notes”) in the aggregate principal amount of €500,000,000 that will be issued by Crown European Holdings S.A., a subsidiary of the Company.

The Notes will be sold in a private placement and resold by the initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States 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. This does not constitute an offer to sell or the solicitation of an offer to buy any security in any jurisdiction in which such offer or sale would be unlawful.

The Company intends to use the net proceeds from the offering, together with cash on hand, to redeem the Company’s outstanding 2.875% senior notes due in February 2026 and to pay related fees and expenses.

The information in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be deemed 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 such filing.

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, including the expected completion of the offering of the Notes, 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 include, without limitation, that the offering of the Notes is subject to a number of conditions. There can be no assurance that the offering of the Notes will be completed as described herein or at all. Other important factors 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.

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: September 22, 2025

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

FAQ

What amount is Crown Holdings (CCK) planning to raise?

The company intends to offer €500,000,000 of senior unsecured notes through its subsidiary.

Who is the offering targeted to for CCK's notes?

The offering is being made under Regulation S to non-U.S. persons outside the United States.

Are the notes registered for sale in the United States?

No. The filing states the notes "have not been registered under the Securities Act" and may not be sold in the U.S. absent registration or an exemption.

Which Crown entity will issue the notes?

The notes will be issued by Crown European Holdings S.A., a subsidiary of Crown Holdings, Inc.

Does the filing include final terms like maturity or interest rate?

No. The filing does not disclose pricing, maturity, interest rate, or use of proceeds.

Does Crown plan to update forward-looking statements in this filing?

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