[Form 4] Crown Holdings Inc. Insider Trading Activity

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC is offering three-year, auto-callable contingent income securities linked to the common stock of Bank of America Corp. (BAC). Each $1,000 note may be redeemed quarterly at par plus the applicable coupon if, on any of the 11 observation dates between October 2025 and April 2028, BAC’s closing price is at or above the initial stock price. If not redeemed, the notes mature on 14 July 2028.

Contingent coupon: at least 2.5125% per quarter (≥ 10.05% p.a.) paid only if BAC closes at or above the downside threshold (75 % of the initial price) on the relevant date. Investors receive no coupon for periods in which BAC is below the threshold.

Principal repayment:

• At or above 75 % at maturity – par plus final coupon.
• Below 75 % – repaid in proportion to BAC’s decline (stock performance factor); loss of up to 100 % of principal possible.

Key dates: Pricing expected 11 July 2025; settlement three business days later; quarterly observation dates run until 11 July 2028.

The estimated value will be ≥ $940 per $1,000 note, reflecting dealer discount and hedging costs. Any payment depends on the credit of JPMorgan Financial (issuer) and JPMorgan Chase & Co. (guarantor). Secondary liquidity may be limited and offered below issue price.

Main risks: conditional coupons, no upside participation in BAC appreciation, exposure to BAC downside below 75 %, early call risk, issuer/guarantor credit risk, and uncertain U.S. tax treatment.

Insights

Structured Products Analyst

TL;DR – 10%+ yield if BAC holds above 75%, but investors absorb full equity downside below threshold and forfeit upside.

The note targets yield-seeking investors willing to cap upside in exchange for a high, conditional coupon. At ≥ 2.5125 % quarterly, the coupon is attractive versus short-dated IG credit, but payment is suspended whenever BAC trades below the 75 % barrier. Because the note auto-calls at par once BAC merely matches its initial price, holders are likely to be redeemed during favorable markets, truncating income when equity performance is strong. Conversely, in a bearish scenario investors face unmitigated equity downside beyond a modest 25 % buffer. The minimum valuation of $940 indicates a ~6 % initial premium paid by investors for structuring and hedging. Credit exposure to JPMorgan is low-risk relative to market, yet non-trivial over three years. Overall the payoff is income-oriented but asymmetric; impact neutral given trade-off between carry and tail risk.

Portfolio Risk Manager

TL;DR – Product shifts left-tail risk to investor; limited liquidity and no diversification benefit.

From a portfolio perspective, the security behaves like a short put on BAC struck at 75 % combined with a callable fixed-rate note. Investors relinquish upside and embed short-vol exposure, receiving compensation only while the underlying is healthy. If volatility spikes or BAC falls sharply, holders lose principal and coupons simultaneously. The callable feature aggravates reinvestment risk, as redemption will likely coincide with compression in option premiums. Illiquidity, bid-offer spreads, and mark-to-market volatility further erode risk-adjusted returns. Given these characteristics, I assign a negative impact score for conservative portfolios.

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
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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^*

Gavin Gary M

(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)
	President - Americas Division

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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	07/01/2025		A		1,216(1)	A	$0	26,216	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. The Reporting Person was granted 1,216 shares of Restricted Common Stock under the 2022 Stock-Based Compensation Plan. 463 time-vested restricted shares vest over a three year period as follows: 155 time-vested restricted shares on August 3, 2026 and 154 time-vested restricted shares on January 4, 2027 and January 3, 2028, respectively. 286 performance-based restricted shares are targeted to vest on January 3, 2028 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 286. 467 performance-based restricted shares are targeted to vest on January 3, 2028 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 467.

	/s/ Rosemary Haselroth, by Power of Attorney	07/03/2025
	** 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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