Crown Holdings (NYSE: CCK) exec nets award, withholds shares for tax

Rhea-AI Filing Summary

Crown Holdings executive Matt Madeksza reported mixed equity transactions in company stock. He acquired 744 additional performance-based restricted common shares that vested after the company achieved a 120% payout versus its return-on-invested-capital target. On the same date, 1,756 shares were disposed of to cover tax withholding at a price of $115.36 per share, leaving him with 51,790 directly owned 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^*

Madeksza Matt

(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)
	President - Transit Packaging

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		744(1)	A	$0	53,546	D
Common	02/26/2026		F		1,756(2)	D	$115.36	51,790	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 3,718. The Return on Invested Capital achieved by the Company compared to the ROIC target yielded a 120% payout. As a result, 744 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 CCK executive Matt Madeksza report on February 26, 2026?

Matt Madeksza reported a mix of equity transactions on February 26, 2026. He received 744 additional performance-based restricted common shares and had 1,756 shares transferred back to Crown Holdings to satisfy tax withholding obligations tied to restricted stock vesting.

Why did Matt Madeksza receive 744 additional CCK performance-based restricted shares?

He received 744 additional performance-based restricted shares because Crown Holdings’ return on invested capital achieved a 120% payout versus the ROIC target. The shares relate to a 2023 grant whose final number depended on performance between 0% and 200% of 3,718 shares.

What does the Form 4 say about tax withholding on Matt Madeksza’s CCK shares?

The Form 4 shows 1,756 Crown Holdings common shares were transferred to the company for tax withholding. This transfer was connected to the vesting of restricted stock and is coded as a tax-liability payment by delivering securities instead of a market sale.

How many CCK shares does Matt Madeksza own after these transactions?

After these transactions, Matt Madeksza directly owns 51,790 Crown Holdings common shares. This figure reflects the vesting-related share award of 744 performance-based restricted shares and the 1,756-share transfer back to the company for tax withholding obligations on restricted stock.

Were Matt Madeksza’s CCK transactions open-market buys or sells?

The transactions were not open-market trades. One line reflects a grant or award acquisition of 744 restricted shares, while the other reflects 1,756 shares delivered back to Crown Holdings to pay tax withholding, coded as a tax-liability transaction, not a discretionary sale.

What performance metric determined the extra 744 CCK restricted shares for Matt Madeksza?

The extra 744 restricted shares were determined by Crown Holdings’ return on invested capital versus a specified ROIC target. The plan allowed from 0% to 200% of 3,718 shares, and the company’s performance produced a 120% payout for the reporting person’s performance-based restricted stock.