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

Rhea-AI Filing Summary

Crown Holdings, Inc. reported that its wholly owned subsidiary, Crown Cork & Seal Company, Inc., has conducted a cash tender offer to purchase any and all of its 7 3/8% Debentures due 2026. The company issued a press release on November 18, 2025 announcing the pricing terms of this tender offer.

A second press release on November 19, 2025 announced the final results and expiration of the tender offer. Both press releases are included as exhibits to this current report, giving investors access to detailed terms and outcomes of the debt repurchase transaction.

Insights

Corporate Finance Analyst

Crown discloses a completed cash tender offer for its 7 3/8% 2026 debentures through a wholly owned subsidiary, with details in attached press releases.

The filing reports that **Crown Holdings, Inc.** and its subsidiary **Crown Cork & Seal Company, Inc.** conducted a cash tender offer for any and all of the subsidiary’s **7 3/8% Debentures due 2026**. On November 18, 2025, the company announced the pricing terms of this tender offer, and on November 19, 2025, it announced the final results and expiration. The mechanics, including consideration and amounts tendered, are contained in Exhibits **99.1** and **99.2**.

This kind of transaction focuses on managing outstanding debt securities that trade on the New York Stock Exchange under the symbol **CCK26**. A tender offer lets holders choose whether to sell their debentures back for cash at specified terms, rather than waiting until maturity. The filing itself does not quantify how many debentures were purchased or any resulting changes to the issuer’s capital structure, so the direct financial effect cannot be assessed from this document alone.

Items to watch are contained in the press releases dated November 18, 2025 and November 19, 2025, including total debentures accepted and any remaining balance outstanding. Those figures, together with future periodic reports covering the period around the tender offer, will show how this action affects debt composition and related interest obligations over the remaining life of the 2026 debentures.

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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 18, 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)

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. ☐

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

Item 8.01. Other Events.

On November 18, 2025, Crown Holdings, Inc. (the “Company”) issued a press release announcing the pricing terms of the cash tender offer (the “Tender Offer”) of Crown Cork & Seal Company, Inc., a Pennsylvania corporation and wholly-owned subsidiary of the Company (the “Issuer”), to purchase any and all of the Issuer’s 7 3/8% Debentures due 2026. On November 19, 2025, the Company issued a press release announcing the final results and expiration of the Tender Offer. Copies of the press releases are filed as Exhibit 99.1 and Exhibit 99.2, respectively, to this report and are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Press Release, dated November 18, 2025, issued by Crown Holdings, Inc., announcing the pricing terms of the Tender Offer.
99.2		Press Release, dated November 19, 2025, issued by Crown Holdings, Inc., announcing the final results and expiration of the Tender Offer.
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.

CROWN HOLDINGS, INC.
By:		/s/ Kevin C. Clothier
		Kevin C. Clothier
		Senior Vice President and Chief Financial Officer and Interim Chief Accounting Officer

Dated: November 19, 2025

FAQ

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

Crown Holdings announced that its subsidiary conducted a cash tender offer to purchase any and all of its 7 3/8% Debentures due 2026, and it released the pricing terms plus the final results and expiration of that offer.

Which securities are affected by Crown Holdings' tender offer?

The tender offer relates to Crown Cork & Seal Company, Inc.'s 7 3/8% Debentures due 2026, which are listed on the New York Stock Exchange under the trading symbol CCK26.

Who is the issuer of the 7 3/8% Debentures due 2026 in the CCK filing?

The issuer is Crown Cork & Seal Company, Inc., a Pennsylvania corporation and wholly owned subsidiary of Crown Holdings, Inc.

When did Crown Holdings release information about the tender offer terms and results?

Crown Holdings issued a press release on November 18, 2025 announcing the pricing terms, and a second press release on November 19, 2025 announcing the final results and expiration of the tender offer.

Where can investors find the full details of Crown Holdings' tender offer?

The full details are in the press releases filed as Exhibit 99.1 (pricing terms) and Exhibit 99.2 (final results and expiration) to this current report.

Does this 8-K involve Crown Holdings common stock (CCK)?

No, the 8-K focuses on a cash tender offer for 7 3/8% Debentures due 2026 issued by Crown Cork & Seal Company, Inc., not on Crown Holdings common stock.