Crown Holdings (CCK) CFO discloses stock vesting, tax withholding and new award

Rhea-AI Filing Summary

Crown Holdings Senior Vice President and CFO reported multiple equity transactions in company stock. On January 5, 2026, he received 4,456 additional performance-based restricted shares of common stock at $0, tied to a 2023 grant whose payout was based on the company’s total shareholder return versus a defined peer group, which produced a 199% payout. On the same date, 6,230 shares were transferred back to the company at $105.74 per share to cover tax withholding on vesting restricted stock. He was also granted 22,339 shares of restricted common stock under the 2022 Stock-Based Compensation Plan, a mix of time-vested and performance-based awards that are scheduled or targeted to vest through January 3, 2029 based on service, total shareholder return, and return on invested capital metrics. Following these transactions, he held 81,567 shares directly and 364 shares indirectly through a 401(k) plan as of the stated dates.

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^*

CLOTHIER KEVIN CHARLES

(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)
	Senior Vice President & CFO

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2026

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	01/05/2026		A		4,456(1)	A	$0	65,458	D
Common	01/05/2026		F		6,230(2)	D	$105.74	59,228	D
Common	01/05/2026		A		22,339(3)	A	$0	81,567	D
Common								364(4)	I	By 401(k) Plan

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 January 5, 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 Total Shareholder Return versus a defined group of companies with the final number of performance-based shares varying from 0 to 200% of 4,501. The Total Shareholder Return achieved by the Company versus a defined peer group of companies yielded 199% payout. As a result, 4,456 additional TSR Performance-Based Shares were issued.

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

3. The Reporting Person was granted 22,339 shares of Restricted Common Stock under the 2022 Stock-Based Compensation Plan. 7,692 time-vested restricted shares vest over a three year period as follows: 2,564 time-vested restricted shares on January 5, 2027, January 3, 2028 and January 3, 2029, respectively. 6,871 performance-based restricted shares are targeted to vest on January 3, 2029 based on the Company's Total Shareholder Return versus a defined peer group of companies, with the final number of performance-based vested shares varying from 0 to 200% of 6,871. 7,776 performance-based restricted shares are targeted to vest on January 3, 2029 based on the Return on Invested Capital achieved by the Company compared to the ROIC target, with the final number of performance-based vested shares varying from 0 to 200% of 7,776.

4. At December 31, 2025, the Reporting Person owned 364 shares of CCK Common Stock under the CCK 401(k) Plan.

	/s/ Rosemary Haselroth, by Power of Attorney	01/07/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did CROWN HOLDINGS (CCK) report for its CFO?

The Senior Vice President & CFO of Crown Holdings reported equity transactions on January 5, 2026, including vesting of performance-based restricted shares, shares withheld for taxes, and a new grant of restricted common stock under the 2022 Stock-Based Compensation Plan.

How many Crown Holdings (CCK) shares vested for the CFO based on performance?

The filing states that 4,456 additional performance-based restricted shares of Crown Holdings common stock vested on January 5, 2026, based on the company’s total shareholder return versus a defined peer group, which yielded a 199% payout of the original target.

What new restricted stock award did the Crown Holdings (CCK) CFO receive?

The reporting person was granted 22,339 shares of restricted common stock under the 2022 Stock-Based Compensation Plan. This includes 7,692 time-vested shares that vest in three installments and 13,647 performance-based shares targeted to vest on January 3, 2029, subject to total shareholder return and return on invested capital goals.

Why were 6,230 Crown Holdings (CCK) shares transferred back to the company?

The filing explains that 6,230 shares of Crown Holdings common stock were transferred to the company at $105.74 per share to satisfy tax withholding obligations related to the vesting of restricted stock.

How many Crown Holdings (CCK) shares does the CFO own after these transactions?

After the reported transactions, the reporting person beneficially owned 81,567 shares of Crown Holdings common stock directly. In addition, he held 364 shares indirectly through the CCK 401(k) Plan as of December 31, 2025.

What performance conditions affect the Crown Holdings (CCK) CFO’s new restricted shares?

The filing states that 6,871 performance-based restricted shares are targeted to vest on January 3, 2029 based on total shareholder return versus a defined peer group, and 7,776 performance-based restricted shares are targeted to vest on the same date based on return on invested capital compared to an ROIC target, with final vesting from 0 to 200% of the target amounts.