Crown Holdings (CCK) discloses executive stock vesting and new grants

Rhea-AI Filing Summary

Crown Holdings, Inc. reported equity award activity for its SVP, General Counsel & Secretary on January 5, 2026. The executive received 4,056 performance-based restricted shares that vested after the company’s total shareholder return versus a defined peer group produced a 199% payout on an original 2023 grant.

On the same date, 4,313 shares were surrendered to the company at $105.74 per share to cover tax withholding tied to restricted stock vesting. The executive was also granted 12,300 new restricted shares under the 2022 Stock-Based Compensation Plan, split between time-vested awards through 2029 and performance-based awards tied to future total shareholder return and return on invested capital outcomes.

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^*

Dickstein Adam 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Gen Counsel & Secretary

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		4,056(1)	A	$0	60,266	D
Common	01/05/2026		F		4,313(2)	D	$105.74	55,953	D
Common	01/05/2026		A		12,300(3)	A	$0	68,253	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. Performance-based shares were originally granted on January 5, 2023 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 4,097. The Total Shareholder Return achieved by the Company versus a defined peer group of companies yielded 199% payout. As a result, 4,056 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 12,300 shares of Restricted Common Stock under the 2022 Stock-Based Compensation Plan. 4,235 time-vested restricted shares vest over a three year period as follows: 1,412 time-vested restricted shares on January 5, 2027 and January 3, 2028, respectively and 1,411 time-vested restricted shares on January 3, 2029. 3,783 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 3,783. 4,282 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 4,282.

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

What insider stock activity did Crown Holdings (CCK) disclose for January 5, 2026?

The company disclosed that its SVP, General Counsel & Secretary had 4,056 performance-based restricted shares vest, transferred 4,313 shares back to the company for tax withholding at $105.74 per share, and received a new grant of 12,300 restricted shares under the 2022 Stock-Based Compensation Plan.

How were the 4,056 performance-based shares at Crown Holdings (CCK) determined?

The 4,056 additional performance-based shares were issued because the company’s Total Shareholder Return versus a defined peer group produced a 199% payout on a 2023 grant that initially targeted 4,097 performance-based shares, with the final amount allowed to range from 0% to 200% of that target.

Why were 4,313 Crown Holdings (CCK) shares transferred back to the company?

The 4,313 shares were transferred to Crown Holdings to satisfy tax withholding obligations related to the vesting of restricted stock, and were reported at a price of $105.74 per share.

What are the key terms of the 12,300-share restricted stock grant at Crown Holdings (CCK)?

The executive received 12,300 restricted shares. This includes 4,235 time-vested shares vesting in installments on January 5, 2027, January 3, 2028, and January 3, 2029. The rest are performance-based: 3,783 shares tied to future Total Shareholder Return versus a peer group and 4,282 shares tied to Return on Invested Capital versus a target, each with payouts that can range from 0% to 200% of the target amounts and targeted vesting on January 3, 2029.

What role does the reporting person hold at Crown Holdings (CCK)?

The reporting person is an officer of Crown Holdings, serving as SVP, General Counsel & Secretary, and filed the equity transactions as a single reporting person.

Does this Crown Holdings (CCK) insider filing involve derivative securities?

The provided disclosure includes a table for derivative securities, but no specific derivative transactions are listed in the excerpt. The detailed activity disclosed relates to non-derivative common stock and restricted stock transactions.