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Crown Holdings (CCK) CEO logs stock sale, vesting and new awards

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Crown Holdings, Inc. President & CEO, who also serves as a director, reported several equity transactions in company stock dated January 5, 2026. The insider sold 29,024 shares of common stock at $105 per share under a Rule 10b5-1(c) trading plan adopted on May 20, 2025. On the same date, 27,130 performance-based restricted shares vested at no cost, reflecting a 199% payout versus a prior target grant tied to total shareholder return.

The insider transferred 34,336 shares back to the company to cover taxes related to vesting. In addition, the insider received a new grant of 85,386 shares of restricted common stock under the 2022 Stock-Based Compensation Plan, including time-vested and performance-based tranches with vesting targets through January 3, 2029. Following these transactions, the insider directly held 489,736 shares and indirectly held 778 shares in a 401(k) plan.

Positive

  • None.

Negative

  • None.
Insider DONAHUE TIMOTHY J
Role President & CEO
Sold 29,024 shs ($3.05M)
Type Security Shares Price Value
Sale Common 29,024 $105.00 $3.05M
Grant/Award Common 27,130 $0.00 --
Tax Withholding Common 34,336 $105.74 $3.63M
Grant/Award Common 85,386 $0.00 --
holding Common -- -- --
Holdings After Transaction: Common — 411,556 shares (Direct); Common — 778 shares (Indirect, By 401(k) Plan)
Footnotes (1)
  1. Adoption date of referenced 10b5-1(c) plan is: 05/20/2025 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 27,404. The Total Shareholder Return achieved by the Company versus a defined peer group of companies yielded 199% payout. As a result, 27,130 additional TSR Performance-Based Shares were issued. Represents shares transferred to the Company for tax withholding in connection with vesting of restricted stock. The Reporting Person was granted 85,386 shares of Restricted Common Stock under the 2022 Stock-Based Compensation Plan. 29,399 time-vested restricted shares vest over a three year period as follows: 9,800 time-vested restricted shares on January 5, 2027 and January 3, 2028, respectively, and 9,799 time-vested restricted shares on January 3, 2029. 26,264 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 26,264. 29,723 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 29,723. At December 31, 2025, the Reporting Person owned 778 shares of CCK Common Stock under the CCK 401(k) Plan.
Form 4 Insider Transactions: What Each Field Means →
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
 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*
DONAHUE TIMOTHY J
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
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(1) S 29,024 D $105 411,556 D
Common 01/05/2026 A 27,130(2) A $0 438,686 D
Common 01/05/2026 F 34,336(3) D $105.74 404,350 D
Common 01/05/2026 A 85,386(4) A $0 489,736 D
Common 778(5) 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. Adoption date of referenced 10b5-1(c) plan is: 05/20/2025
2. 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 27,404. The Total Shareholder Return achieved by the Company versus a defined peer group of companies yielded 199% payout. As a result, 27,130 additional TSR Performance-Based Shares were issued.
3. Represents shares transferred to the Company for tax withholding in connection with vesting of restricted stock.
4. The Reporting Person was granted 85,386 shares of Restricted Common Stock under the 2022 Stock-Based Compensation Plan. 29,399 time-vested restricted shares vest over a three year period as follows: 9,800 time-vested restricted shares on January 5, 2027 and January 3, 2028, respectively, and 9,799 time-vested restricted shares on January 3, 2029. 26,264 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 26,264. 29,723 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 29,723.
5. At December 31, 2025, the Reporting Person owned 778 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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

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

The President & CEO of Crown Holdings, Inc., who is also a director, reported multiple transactions on January 5, 2026, including a sale of common stock, vesting of performance-based restricted shares, tax-withholding share transfers, and a new grant of restricted common stock under the 2022 Stock-Based Compensation Plan.

How many Crown Holdings (CCK) shares did the CEO sell and at what price?

On January 5, 2026, the insider sold 29,024 shares of Crown Holdings common stock in an open-market transaction at a price of $105 per share, reported with transaction code "S".

What new restricted stock awards did the Crown Holdings (CCK) CEO receive?

The reporting person was granted 85,386 shares of restricted common stock under the 2022 Stock-Based Compensation Plan. This includes 29,399 time-vested shares that vest over three years and performance-based restricted shares tied to total shareholder return and return on invested capital, each with potential payouts ranging from 0 to 200% of their respective target share amounts, targeting vesting on January 3, 2029.

How many performance-based shares vested for the Crown Holdings (CCK) CEO?

As a result of the company’s total shareholder return versus a defined peer group, a 199% payout was achieved on a prior performance grant, leading to 27,130 additional performance-based restricted shares vesting on January 5, 2026 at no cost to the insider.

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

Following the reported transactions, the insider directly owned 489,736 shares of Crown Holdings common stock and indirectly owned 778 shares through a 401(k) plan as of December 31, 2025.

What shares were used for tax withholding in the Crown Holdings (CCK) Form 4?

The filing notes that 34,336 shares of Crown Holdings common stock were transferred to the company to satisfy tax withholding obligations in connection with the vesting of restricted stock on January 5, 2026, reported with transaction code "F".

Was the Crown Holdings (CCK) CEO’s stock sale under a 10b5-1 trading plan?

Yes. The filing indicates that the transaction was made under a Rule 10b5-1(c) trading plan, with an adoption date of May 20, 2025, and the box for a 10b5-1(c) plan was checked.