DONAHUE TIMOTHY J 4

What Happened
Timothy J. Donahue, President & CEO and director of Crown Holdings, received 6,367 additional performance-based restricted shares that vested on Feb 26, 2026 (grant reported originally 1/6/2023). To cover tax withholding related to the vesting, 15,033 shares were transferred back to the company at a reported per-share value of $115.36, representing $1,734,207 in tax liability satisfaction. The 6,367 shares were issued at $0 (award).

Key Details

• Transaction dates: Feb 26, 2026 (reported on Form 4 filed Mar 2, 2026) — appears filed within normal reporting window.
• Grant (code A): 6,367 shares @ $0.00 (acquired via vesting of performance-based restricted stock).
• Tax withholding (code F): 15,033 shares disposed/transferred @ $115.36 = $1,734,207 (to satisfy tax withholding).
• Shares owned after transaction: Not disclosed in the information provided in this summary.
• Footnotes: F1 — these 6,367 shares are additional performance-based restricted shares tied to a ROIC-based payout; the company achieved a 120% payout relative to target. F2 — the 15,033-share disposition represents shares transferred to the company for tax withholding (not an open-market sale).

Context

• This was not an open-market sale — the 15,033-share disposition was a tax-withholding transfer tied to vesting (routine administrative transaction), not a signal of a directional trade.
• The award stems from a prior performance grant (originally reported Jan 6, 2023); the 120% ROIC payout increased the number of vested shares.
• No 10b5-1 plan, gift, or option-exercise sale is indicated in the provided filing.