Crown Holdings (NYSE: CCK) CFO gets performance shares, withholds stock for taxes

Rhea-AI Filing Summary

CROWN HOLDINGS, INC. Senior Vice President & CFO Kevin Charles Clothier reported routine equity award activity involving the company’s common stock. On February 26, 2026, he acquired 1,046 performance-based restricted shares at $0.00 per share after the company’s Return on Invested Capital reached a level that produced a 120% payout on a previously granted award tied to up to 5,228 target shares. He also disposed of 2,469 shares at $115.36 per share to cover tax withholding related to vesting of restricted stock. Following these transactions, he directly owned 80,144 common shares and indirectly held 364 shares through a 401(k) plan.

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)
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		1,046(1)	A	$0	82,613	D
Common	02/26/2026		F		2,469(2)	D	$115.36	80,144	D
Common								364	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 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 5,228. The Return on Invested Capital achieved by the Company compared to the ROIC target yielded a 120% payout. As a result, 1,046 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 did CROWN HOLDINGS (CCK) CFO Kevin Clothier report in this Form 4?

CFO Kevin Clothier reported equity award activity in CROWN HOLDINGS common stock. He received performance-based restricted shares after targets were met and transferred other shares back to the company to cover tax withholding obligations tied to restricted stock vesting.

How many CROWN HOLDINGS (CCK) shares did the CFO acquire in this filing?

He acquired 1,046 performance-based restricted shares of CROWN HOLDINGS common stock. These shares vested after the company’s Return on Invested Capital reached a level that produced a 120% payout on a previously granted performance-based award originally tied to 5,228 target shares.

Why were some CROWN HOLDINGS (CCK) shares disposed of in this Form 4?

The Form 4 shows a disposition of 2,469 common shares to pay tax withholding in connection with vesting of restricted stock. This is a tax-withholding disposition, not an open-market sale, and is reported with transaction code F under the SEC’s rules.

What performance condition affected the CROWN HOLDINGS (CCK) restricted stock payout?

The payout depended on CROWN HOLDINGS’ Return on Invested Capital versus a defined ROIC target. The plan allowed from 0% to 200% of 5,228 target shares, and actual results produced a 120% payout, leading to issuance of 1,046 additional performance-based restricted shares.

What is Kevin Clothier’s CROWN HOLDINGS (CCK) share ownership after these transactions?

After the reported transactions, Kevin Clothier directly owned 80,144 CROWN HOLDINGS common shares. He also indirectly held 364 additional shares through a 401(k) plan, reflecting his total reported beneficial ownership following the vesting and tax-withholding events.

Were the CROWN HOLDINGS (CCK) CFO’s transactions open-market buys or sales?

No open-market buys or sales are shown. The Form 4 reports a grant of performance-based restricted shares at no cost and a tax-withholding disposition where shares were transferred back to the company to satisfy tax obligations upon restricted stock vesting.