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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): November 12, 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 Dr, 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)
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.
| | | | | | | | |
| 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 |
Item 8.01 Other Events.
On November 12, 2025, Crown Holdings, Inc. (the “Company”) issued a press release announcing that Crown Cork & Seal Company, Inc., a Pennsylvania corporation and wholly-owned subsidiary of the Company (the “Issuer”), has commenced a cash tender offer (the “Tender Offer”) to purchase any and all of the Issuer’s 7 3/8% Debentures due 2026. The Tender Offer is subject to the terms and conditions set forth in an Offer to Purchase, dated November 12, 2025. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | | | | | | | |
Exhibit Number | | Description |
99.1 | | Press Release, dated November 12, 2025, issued by Crown Holdings, Inc. |
| |
| |
104 | | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | |
| | |
| By: | /s/ Kevin C. Clothier |
| | Kevin C. Clothier |
| | Senior Vice President and Chief Financial Officer and Interim Chief Accounting Officer |
Dated: November 12, 2025
