CROWN HOLDINGS (NYSE: CCK) CEO logs stock vesting and tax share transfer

Rhea-AI Filing Summary

CROWN HOLDINGS, INC. President & CEO Timothy J. Donahue reported equity compensation activity in company common stock. He acquired 6,367 performance-based restricted shares that vested on February 26, 2026 at a stated price of $0.00 per share, reflecting a 120% payout versus the original performance target.

On the same date, 15,033 common shares at $115.36 per share were disposed of to the company to satisfy tax withholding obligations tied to restricted stock vesting, rather than an open-market sale. After these transactions, he directly held 466,070 common shares and indirectly held 778 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^*

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)
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		6,367(1)	A	$0	481,103	D
Common	02/26/2026		F		15,033(2)	D	$115.36	466,070	D
Common								778	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 31,835. The Return on Invested Capital achieved by the Company compared to the ROIC target yielded a 120% payout. As a result, 6,367 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
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FAQ

What did CROWN HOLDINGS (CCK) disclose in this Form 4 for its CEO?

CROWN HOLDINGS (CCK) reported that President & CEO Timothy J. Donahue had performance-based restricted stock vest and concurrent tax-withholding share transfers. These movements adjusted his direct and indirect common stock holdings without indicating any open-market buying or selling activity.

How many CCK shares did the CEO acquire through vesting in this filing?

The CEO acquired 6,367 additional performance-based restricted common shares as of February 26, 2026. These shares resulted from a 120% payout versus the original return-on-invested-capital target linked to a prior award granted and disclosed in an earlier Form 4 filing.

Why were 15,033 CROWN HOLDINGS (CCK) shares disposed of in the Form 4?

The 15,033 CROWN HOLDINGS shares were transferred back to the company at $115.36 per share to cover tax withholding related to vesting restricted stock. This disposition reflects a tax-liability settlement mechanism, not an open-market sale into the public market by the CEO.

What is Timothy Donahue’s CCK share ownership after these Form 4 transactions?

After the reported transactions, Timothy J. Donahue directly owned 466,070 shares of CROWN HOLDINGS common stock. He also had an additional 778 common shares held indirectly through a 401(k) plan account, reflecting both direct and retirement-plan-related ownership interests.

How were the CEO’s performance-based restricted CCK shares determined in this filing?

The performance-based restricted shares were tied to the company’s Return on Invested Capital relative to a preset target. Results produced a 120% payout on a 31,835-share performance pool, leading to issuance of 6,367 additional restricted common shares to the CEO upon vesting.