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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

DONAHUE TIMOTHY J
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
(Last)          (First)          (Middle)

HIDDEN RIVER CORPORATE CENTER TWO, 14025 RIVEREDGE DRIVE, SUITE 300
3. Date of Earliest Transaction (MM/DD/YYYY)

1/5/2026
(Street)

TAMPA, FL 33637
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 1/5/2026 (1) S  29,024 D$105 411,556 D  
Common 1/5/2026  A  27,130 (2)A$0 438,686 D  
Common 1/5/2026  F  34,336 (3)D$105.74 404,350 D  
Common 1/5/2026  A  85,386 (4)A$0 489,736 D  
Common         778 (5)I By 401(k) Plan 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Adoption date of referenced 10b5-1(c) plan is: 05/20/2025
(2) 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 27,404. The Total Shareholder Return achieved by the Company versus a defined peer group of companies yielded 199% payout. As a result, 27,130 additional TSR Performance-Based Shares were issued.
(3) Represents shares transferred to the Company for tax withholding in connection with vesting of restricted stock.
(4) The Reporting Person was granted 85,386 shares of Restricted Common Stock under the 2022 Stock-Based Compensation Plan. 29,399 time-vested restricted shares vest over a three year period as follows: 9,800 time-vested restricted shares on January 5, 2027 and January 3, 2028, respectively, and 9,799 time-vested restricted shares on January 3, 2029. 26,264 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 26,264. 29,723 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 29,723.
(5) At December 31, 2025, the Reporting Person owned 778 shares of CCK Common Stock under the CCK 401(k) Plan.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
DONAHUE TIMOTHY J
HIDDEN RIVER CORPORATE CENTER TWO
14025 RIVEREDGE DRIVE, SUITE 300
TAMPA, FL 33637
X
President & CEO

Signatures
/s/ Rosemary Haselroth, by Power of Attorney1/7/2026
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*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).
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