Crown Holdings (NYSE: CCK) EVP stock award and tax withholding

Rhea-AI Filing Summary

Crown Holdings EVP & COO Djalma Novaes Jr reported performance-based equity vesting and related tax withholding. He acquired 1,016 shares of common stock at $0 per share as additional performance-based restricted stock, issued after the company achieved a 120% payout versus its Return on Invested Capital target. In a separate transaction, 2,399 shares at $115.36 per share were transferred back to the company to cover tax withholding on vested restricted stock. After these transactions, he directly owned 86,669 common shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

NOVAES DJALMA JR

(Last) (First) (Middle)

HIDDEN RIVER CORPORATE CENTER TWO

14025 RIVEREDGE DRIVE, SUITE 300

(Street)

TAMPA FL 33637

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CROWN HOLDINGS, INC. [ CCK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & COO

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common	02/26/2026		A		1,016(1)	A	$0	89,068	D
Common	02/26/2026		F		2,399(2)	D	$115.36	86,669	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents additional performance-based shares of Restricted Common Stock that vested on February 26, 2026 whose grant was originally reported on a Form 4 filed with the Securities and Exchange Commission on January 6, 2023 (the "Original Form 4"). As reported on the Original Form 4, such performance-based shares were originally granted to the Reporting Person based on the Company's Return on Invested Capital achieved by the Company compared to the ROIC target with the final number of performance-based shares varying from 0 to 200% of 5,079. The Return on Invested Capital achieved by the Company compared to the ROIC target yielded a 120% payout. As a result, 1,016 additional performance-based restricted shares were issued.

2. Represents shares transferred to the Company for tax withholding in connection with vesting of restricted stock.

	/s/ Rosemary Haselroth, by Power of Attorney	03/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Crown Holdings (CCK) report for Djalma Novaes Jr?

Djalma Novaes Jr reported a performance-based stock vesting and a tax withholding transfer. He received 1,016 additional restricted shares at no cost, and 2,399 shares were surrendered to the company to cover taxes on vested restricted stock, leaving him with 86,669 shares.

How many Crown Holdings (CCK) shares did the EVP & COO acquire in this Form 4?

The EVP & COO acquired 1,016 Crown Holdings common shares. These were additional performance-based restricted shares that vested after the company achieved a 120% payout relative to its Return on Invested Capital target, increasing his direct ownership before subsequent tax withholding.

Why were 2,399 Crown Holdings (CCK) shares disposed of in this filing?

The 2,399 shares were transferred to Crown Holdings for tax withholding. This disposition, coded “F,” represents shares withheld by the company to satisfy tax liabilities arising from the vesting of restricted stock, rather than an open-market sale by the executive.

What performance condition triggered the additional restricted stock for Crown Holdings (CCK) EVP?

The additional restricted stock was triggered by a 120% ROIC payout. The award depended on Return on Invested Capital versus a target, with possible payout from 0% to 200% of 5,079 shares, resulting in 1,016 extra performance-based restricted shares vesting.

How many Crown Holdings (CCK) shares does Djalma Novaes Jr own after these transactions?

After these transactions, Djalma Novaes Jr directly owns 86,669 shares. This figure reflects the net impact of the 1,016-share performance-based award and the 2,399-share transfer back to the company for tax withholding connected to restricted stock vesting.

Are the Crown Holdings (CCK) Form 4 transactions open-market buys or sells?

The transactions are equity award vesting and tax withholding, not open-market trades. One entry is a grant or award acquisition at no cost, and the other is a tax-withholding disposition where shares were delivered to the company rather than sold in the market.