Crown Holdings (CCK) EVP & CAO discloses TSR-based stock vesting and tax share transfer

Rhea-AI Filing Summary

Crown Holdings, Inc. executive reports equity award activity. On January 5, 2026, the company’s EVP & CAO reported vesting of 10,675 performance-based restricted shares of common stock at a stated price of $0. These additional shares were earned based on the company’s total shareholder return versus a defined peer group, which produced a 199% payout on an original performance target of 10,783 shares.

On the same date, the executive transferred 13,577 shares back to Crown Holdings at $105.74 per share to cover tax withholding related to the vesting. After these transactions, the executive directly owned 119,683 shares, with an additional 5,859 shares held indirectly through the company’s 401(k) plan as of December 31, 2025.

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^*

Gifford Gerard H

(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 & CAO

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		10,675(1)	A	$0	133,260	D
Common	01/05/2026		F		13,577(2)	D	$105.74	119,683	D
Common								5,859(3)	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 10,783. The Total Shareholder Return achieved by the Company versus a defined peer group of companies yielded 199% payout. As a result, 10,675 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. At December 31, 2025, the Reporting Person owned 5,859 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
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 Crown Holdings (CCK) report for January 5, 2026?

An executive of Crown Holdings, Inc., serving as EVP & CAO, reported equity award activity on January 5, 2026, including the vesting of performance-based restricted common stock and a share transfer for tax withholding.

How many Crown Holdings (CCK) shares vested for the executive on January 5, 2026?

The executive received 10,675 performance-based restricted shares of Crown Holdings common stock that vested on January 5, 2026, issued following a performance evaluation based on total shareholder return versus a peer group.

Why were 13,577 Crown Holdings (CCK) shares transferred back to the company?

The filing states that 13,577 shares of Crown Holdings common stock were transferred to the company for tax withholding in connection with the vesting of restricted stock on January 5, 2026.

What performance result determined the Crown Holdings (CCK) TSR share payout?

The performance-based shares were tied to the company’s Total Shareholder Return versus a defined peer group. This metric produced a 199% payout of the original performance target of 10,783 shares, resulting in 10,675 additional TSR performance-based shares being issued.

How many Crown Holdings (CCK) shares does the executive own after the reported transactions?

Following the reported transactions, the executive directly owned 119,683 shares of Crown Holdings common stock and indirectly held 5,859 shares through the company’s 401(k) plan as of December 31, 2025.

What is the executive’s role and relationship to Crown Holdings (CCK)?

The reporting person is an officer of Crown Holdings, Inc., serving as Executive Vice President & Chief Accounting Officer , and filed individually as a single reporting person.