Crown Holdings (CCK) EVP & COO discloses new restricted stock awards and vesting

Rhea-AI Filing Summary

Crown Holdings EVP & COO reported several equity transactions in company common stock dated January 5, 2026. The officer received 4,328 additional performance-based restricted shares at $0 following a total shareholder return outcome of 199% versus a defined peer group, increasing the payout on a prior award originally tied to 4,372 target shares. On the same date, 5,722 shares were transferred back to the company at $105.74 per share to cover tax withholding on vested restricted stock. The officer was also granted 22,339 new restricted shares under the 2022 Stock-Based Compensation Plan, including time-vested and performance-based tranches tied to total shareholder return and return on invested capital, with targeted vesting through January 3, 2029. Following these transactions, the officer directly beneficially owned 117,786 shares of Crown Holdings common stock.

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^*

NOVAES DJALMA JR

(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 & COO

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		4,328(1)	A	$0	101,169	D
Common	01/05/2026		F		5,722(2)	D	$105.74	95,447	D
Common	01/05/2026		A		22,339(3)	A	$0	117,786	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 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 4,372. The Total Shareholder Return achieved by the Company versus a defined peer group of companies yielded 199% payout. As a result, 4,328 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.

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

What insider activity did Crown Holdings (CCK) report in this Form 4?

The Form 4 reports that the company’s EVP & COO received 4,328 performance-based restricted shares, transferred 5,722 shares to the company for tax withholding, and received a new grant of 22,339 restricted shares on January 5, 2026.

How many Crown Holdings (CCK) shares does the reporting officer now own?

After the reported transactions, the EVP & COO beneficially owned 117,786 shares of Crown Holdings common stock in direct ownership.

What triggered the 4,328 additional performance-based shares for Crown Holdings (CCK) EVP & COO?

The 4,328 additional shares resulted from a prior performance-based restricted stock award where the company’s Total Shareholder Return versus a defined peer group produced a 199% payout on a target of 4,372 shares.

Why were 5,722 Crown Holdings (CCK) shares transferred back to the company?

The 5,722 shares were transferred to Crown Holdings at $105.74 per share to satisfy tax withholding obligations associated with the vesting of restricted stock.

What are the terms of the new 22,339 restricted shares granted to the Crown Holdings (CCK) officer?

The EVP & COO was granted 22,339 restricted shares under the 2022 Stock-Based Compensation Plan. This includes 7,692 time-vested shares vesting in three installments of 2,564 shares each on January 5, 2027, January 3, 2028, and January 3, 2029. The grant also includes 6,871 performance-based shares and 7,776 performance-based shares targeted to vest on January 3, 2029, subject to total shareholder return and return on invested capital performance, respectively, with payouts ranging from 0 to 200% of each target.

What performance metrics affect future vesting of the Crown Holdings (CCK) restricted shares?

Future vesting of the performance-based restricted shares depends on the company’s Total Shareholder Return versus a defined peer group for 6,871 shares and on Return on Invested Capital versus an ROIC target for 7,776 shares, each with possible payouts from 0 to 200% of the target amounts by January 3, 2029.