CROWN HOLDINGS, INC. SEC Filings

Crown Holdings, Inc. filed a current report to note that it issued a press release announcing its earnings for the fourth quarter ended December 31, 2025. The company attached this earnings press release as Exhibit 99 and made it part of the report by reference.

The filing clarifies that the earnings information is being furnished rather than filed, which affects how it is treated under securities laws. The report is signed by Kevin C. Clothier, who serves as Senior Vice President, Chief Financial Officer, and Interim Chief Accounting Officer.

Crown Holdings President & CEO Timothy J. Donahue reported a planned sale of common stock under a Rule 10b5-1 trading plan. On 01/29/2026, he sold 7,500 shares of Crown Holdings common stock at $105 per share.

After this transaction, Donahue beneficially owned 482,236 common shares directly and 778 common shares indirectly through a 401(k) plan. The filing notes that the referenced 10b5-1(c) trading plan was adopted on 05/20/2025, indicating the sale was pre-arranged under that plan.

An insider has filed to sell 7,500 shares of common stock through Merrill Lynch on the NYSE, with an approximate sale date of 01/29/2026. The filing notes that 115,347,894 shares of this class were outstanding.

The 7,500 shares were acquired on 01/06/2025 as a compensatory payment from Timothy Donahue, with payment made the same day. Over the past three months, Timothy Donahue also sold 8,476 shares on 12/18/2025 for $890,035.33 and 29,024 shares on 01/05/2026 for $3,046,359.04.

Crown Americas LLC, an indirect subsidiary of Crown Holdings, Inc., is offering to exchange up to $700 million aggregate principal amount of 5.875% Senior Notes due 2033 for an equal amount of its existing unregistered 5.875% Senior Notes due 2033. The new notes have substantially identical terms to the old notes but are registered with the SEC and free of most transfer restrictions. They will be senior unsecured obligations of Crown Americas, fully and unconditionally guaranteed on a senior basis by Crown Holdings and specified U.S. subsidiaries that guarantee Crown’s senior secured credit facilities; they are structurally junior to debt at non‑guarantor subsidiaries and effectively junior to secured debt to the extent of collateral value.

The exchange offer is expected to run until 5:00 p.m., New York City time, on a 2026 expiration date, and is not conditioned on a minimum tender. Holders who do not exchange will keep restricted old notes that may become less liquid. The new notes pay 5.875% interest semi‑annually and mature on June 1, 2033, with issuer call options and a 101% repurchase right for holders upon certain change‑of‑control events. Crown receives no new cash from this exchange; net proceeds of approximately $690 million from the original 2025 issuance were used, together with cash on hand, to repay Crown’s 4.750% senior notes due 2026 and related costs.

BlackRock, Inc. has filed an amended Schedule 13G reporting a passive ownership stake in CROWN HOLDINGS INC common stock. As of 12/31/2025, BlackRock beneficially owned 9,847,960 shares, representing 8.5% of the outstanding common stock. It reports sole voting power over 9,420,995 shares and sole dispositive power over 9,847,960 shares, with no shared voting or dispositive power.

The filing aggregates holdings of certain BlackRock business units and excludes other disaggregated units. Various underlying clients have rights to dividends or sale proceeds from these shares, but no single client holds more than five percent of Crown Holdings’ common stock. BlackRock certifies the position is held in the ordinary course of business and not for the purpose of changing or influencing control of the company.

Crown Holdings, Inc. filed an amended insider transaction report for its President – Americas Division. The amendment notes that a previously reported disposal of 955 shares of common stock was incorrectly reported due to an administrative error and shows the executive holding 37,988 common shares directly after the correction.

The report also describes a grant of 11,772 shares of restricted common stock under the 2022 Stock-Based Compensation Plan. Of these, 4,053 time-vested shares are scheduled to vest in three equal installments of 1,351 shares on January 5, 2027, January 3, 2028, and January 3, 2029. In addition, 3,621 performance-based shares may vest on January 3, 2029 based on total shareholder return versus a peer group, and 4,098 performance-based shares may vest on the same date based on return on invested capital, with each performance-based portion ultimately ranging from 0% to 200% of its target amount.

Crown Holdings reported that John M. Rost, President of its Asia Pacific division, received a grant of 8,661 shares of restricted common stock on January 5, 2026 under the 2022 Stock-Based Compensation Plan at a grant price of $0 per share. Of this award, 2,982 time-vested shares are scheduled to vest in three equal installments of 994 shares on January 5, 2027, January 3, 2028 and January 3, 2029. A further 2,664 performance-based shares are targeted to vest on January 3, 2029 based on total shareholder return versus a peer group, and 3,015 performance-based shares are targeted to vest the same day based on return on invested capital, with each performance tranche ultimately ranging from 0 to 200% of the target amount. Following this grant, Rost beneficially owns 17,871 shares of common stock directly, and as of December 31, 2025 he also held 296 shares through the company’s 401(k) plan.

Crown Holdings, Inc. reported that Gavin Gary M, its President - Americas Division, received a grant of 12,727 shares of restricted common stock on January 5, 2026 under the company’s 2022 Stock-Based Compensation Plan. These shares were awarded at a price of $0 per share, bringing his total directly held common shares to 38,943 after the grant.

The grant is split into time-based and performance-based portions. 4,382 time-vested restricted shares are scheduled to vest over three years: 1,461 shares on January 5, 2027, 1,461 shares on January 3, 2028, and 1,460 shares on January 3, 2029. In addition, 3,915 performance-based restricted shares are targeted to vest on January 3, 2029 based on Total Shareholder Return versus a defined peer group, and 4,430 performance-based restricted shares are targeted to vest on the same date based on Return on Invested Capital versus an ROIC target, with each performance tranche ultimately ranging from 0 to 200% of the target shares.

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.