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

Rhea-AI Filing Summary

Crown Holdings, Inc. (CCK) and its subsidiary Crown European Holdings S.A. agreed to issue 00,000,000 in aggregate principal amount of senior unsecured notes due 2031 to several initial purchasers, with BNP Paribas as representative. The new Notes are being offered to non-U.S. persons outside the United States under Regulation S and are not registered under the U.S. Securities Act.

The company stated it will redeem existing 2026 notes with 00,000,000 outstanding on October 22, 2025 at 100% of principal plus accrued interest, but that redemption is conditioned on issuance of the 2031 Notes under the Purchase Agreement dated September 22, 2025.

Positive

• 00,000,000 issuance of senior unsecured notes due 2031 provides new longer-term financing
• Redemption of 2026 notes would remove 00,000,000 of near-term maturity if issuance closes

Negative

• Redemption is conditional on successful issuance of the 2031 Notes, creating execution risk until closing
• Notes are unregistered in the U.S. and offered under Regulation S, restricting the investor base to non-U.S. persons

Insights

Financial Analyst

TL;DR: Issuance of 00 million 2031 notes to replace 2026 notes is a financing move with limited immediate operational impact.

This transaction extends Crowns debt maturity profile by replacing near-term 2026 obligations with 2031 senior unsecured notes. The placement under Regulation S limits investors to non-U.S. persons, which is common for cross-border offerings when registration is not sought. Approval to redeem the 2026 notes is explicitly conditioned on successful issuance of the new notes, creating execution risk until closing.

Debt Capital Markets Specialist

TL;DR: Securing 00 million of 2031 senior unsecured notes appears constructive for liquidity and maturity management if executed.

Replacing 00 million of 2026 paper with longer-dated 2031 notes will reduce near-term refinancing pressure and smooth the debt maturity schedule. Using BNP Paribas as representative suggests a conventional institutional placement process. The notes are unsecured and unregistered in the U.S., so investor base and pricing will determine ultimate benefit to creditors and equity holders.

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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. ☐

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 OPERATION

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

On September 22, 2025, Crown Holdings, Inc. (the “Company”) entered into a Purchase Agreement (the “Purchase Agreement”) pursuant to which Crown European Holdings S.A. (the “Issuer”), a subsidiary of the Company, agreed to issue and sell to several initial purchasers, for whom BNP PARIBAS is acting as representative, €500,000,000 in aggregate principal amount of 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.

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.

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.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement attached hereto as Exhibit 10.1, which is hereby incorporated by reference herein.

SECTION 8 – OTHER EVENTS

Item 8.01. Other Events

The Issuer has issued a conditional notice of redemption to redeem all of the Issuer’s outstanding 2.875% Senior Notes due 2026 (the “2026 Notes”) with an aggregate principal amount outstanding of €500 million. The 2026 Notes will be redeemed on October 22, 2025 (the “Redemption Date”) at the redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, from and including the most recent Interest Payment Date, August 1, 2025, to, but not including, the Redemption Date. The redemption of the 2026 Notes is conditioned upon the issuance of the Notes pursuant to the Purchase Agreement, prior to the Redemption Date.

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.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

Exhibit		Description
Exhibit 10.1		Purchase Agreement, dated as of September 22, 2025, by and among the Company, the Issuer, BNP PARIBAS, as representative of the Initial Purchasers named in Schedule I thereto, and the Guarantors (as defined therein).
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: September 23, 2025

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

FAQ

What did Crown Holdings (CCK) announce in this 8-K?

Answer: Crowns subsidiary agreed to issue 00,000,000 of senior unsecured notes due 2031 and intends to redeem 00,000,000 of 2026 notes on October 22, 2025, conditional on the issuance.

Who is arranging the new notes for CCK?

Answer: BNP PARIBAS is acting as representative of the initial purchasers in the Purchase Agreement dated September 22, 2025.

Are the 2031 Notes registered in the United States?

Answer: No. The Notes have not been registered under the U.S. Securities Act and are being offered to non-U.S. persons outside the United States under Regulation S.

When will the 2026 notes be redeemed and at what price?

Answer: The 2026 Notes are to be redeemed on October 22, 2025 at 100% of principal plus accrued and unpaid interest, conditioned upon issuance of the 2031 Notes.

What is the material condition to the redemption of the 2026 Notes?

Answer: Redemption of the 2026 Notes is conditioned on the successful issuance of the 2031 Notes pursuant to the Purchase Agreement prior to the Redemption Date.