Crown Holdings Inc.

01/07/2026 | Press release | Distributed by Public on 01/07/2026 14:33

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
CLOTHIER KEVIN CHARLES
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)
Senior Vice President & CFO
(Last) (First) (Middle)
HIDDEN RIVER CORPORATE CENTER TWO, 14025 RIVEREDGE DRIVE, SUITE 300
3. Date of Earliest Transaction (Month/Day/Year)
01/05/2026
(Street)
TAMPA, FL 33637
4. If Amendment, Date 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
(City) (State) (Zip)
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 4,456(1) A $ 0 65,458 D
Common 01/05/2026 F 6,230(2) D $105.74 59,228 D
Common 01/05/2026 A 22,339(3) A $ 0 81,567 D
Common 364(4) I By 401(k) Plan
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CLOTHIER KEVIN CHARLES
HIDDEN RIVER CORPORATE CENTER TWO
14025 RIVEREDGE DRIVE, SUITE 300
TAMPA, FL 33637
Senior Vice President & CFO

Signatures

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

Explanation of Responses:

* 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).
(1) 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 4,501. The Total Shareholder Return achieved by the Company versus a defined peer group of companies yielded 199% payout. As a result, 4,456 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 22,339 shares of Restricted Common Stock under the 2022 Stock-Based Compensation Plan. 7,692 time-vested restricted shares vest over a three year period as follows: 2,564 time-vested restricted shares on January 5, 2027, January 3, 2028 and January 3, 2029, respectively. 6,871 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 6,871. 7,776 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 7,776.
(4) At December 31, 2025, the Reporting Person owned 364 shares of CCK Common Stock under the CCK 401(k) Plan.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Crown Holdings Inc. published this content on January 07, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on January 07, 2026 at 20:33 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]