[Form 4] Crown Holdings Inc. Insider Trading Activity

Rhea-AI Filing Summary

On July 1, 2025, Crown Holdings (ticker: CCK) President, Asia-Pacific Division John M. Rost reported the receipt of 2,910 restricted shares of the company’s common stock under the 2022 Stock-Based Compensation Plan, as disclosed in a Form 4 filing.

The award is structured as follows:

• 1,107 time-vested shares vest in three equal tranches of 369 shares on Aug 3, 2026, Jan 4, 2027 and Jan 3, 2028.
• 685 performance-based shares may vest on Jan 3, 2028 depending on relative Total Shareholder Return; payout range: 0-200 % of target.
• 1,118 performance-based shares may vest on Jan 3, 2028 contingent on Return on Invested Capital; payout range: 0-100 % of target.

All shares were acquired at $0 cost; no dispositions occurred. Following the grant, Rost’s reported holdings total 9,210 directly owned shares plus 264 shares held indirectly via the company 401(k) plan.

This filing represents a routine incentive-based equity grant designed to align executive interests with shareholders rather than an open-market purchase or sale. The size of the award is modest relative to Crown Holdings’ public float and therefore is unlikely to materially impact share supply-demand dynamics.

Positive

• Executive-share alignment: Additional equity grant ties compensation to TSR and ROIC performance, reinforcing long-term shareholder alignment.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine restricted-stock grant; marginal ownership increase, neutral market impact.

The Form 4 shows a standard annual equity award to a divisional president, with a balanced mix of time- and performance-vested shares. Such grants are common under long-term incentive plans and primarily serve to retain talent and encourage performance against TSR and ROIC benchmarks. Because the shares were issued at no cost and involve future vesting hurdles, there is no immediate cash outlay or dilution event beyond customary plan expectations. Rost’s total direct stake rises to just over 9k shares—insignificant versus Crown’s >120 million shares outstanding—so trading liquidity or control dynamics remain unchanged. Overall, the disclosure is governance-compliant and signals ongoing alignment, but it carries minimal financial or valuation implications for outside investors.

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^*

Rost John M

(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 - Asia Pacific Div

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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	07/01/2025		A		2,910(1)	A	$0	9,210	D
Common								264	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. The Reporting Person was granted 2,910 shares of Restricted Common Stock under the 2022 Stock-Based Compensation Plan. 1,107 time-vested restricted shares vest over a three year period as follows: 369 time-vested restricted shares on August 3, 2026, January 4, 2027 and January 3, 2028, respectively. 685 performance-based restricted shares are targeted to vest on January 3, 2028 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 685. 1,118 performance-based restricted shares are targeted to vest on January 3, 2028 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 1,118.

	/s/ Rosemary Haselroth, by Power of Attorney	07/03/2025
	** 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 transaction did CCK report on July 1, 2025?

The President of Crown’s Asia-Pacific Division received 2,910 restricted shares at no cost under the 2022 compensation plan.

How many Crown Holdings shares does John M. Rost now own?

After the grant, he holds 9,210 direct shares and 264 indirect shares via the 401(k) plan.

When will the time-vested restricted shares vest?

Three tranches of 369 shares vest on Aug 3, 2026; Jan 4, 2027; and Jan 3, 2028.

What performance metrics determine vesting of the remaining restricted shares?

Performance shares vest based on Total Shareholder Return versus peers and Return on Invested Capital targets measured through Jan 3, 2028.

Does this filing indicate any stock sales by the insider?

No. The filing records only an acquisition of restricted stock; no dispositions were reported.