Gifford Gerard H 4

4 · CROWN HOLDINGS, INC. · Filed Mar 2, 2026

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Updated Mar 2, 2026

Crown Holdings EVP Gerard Gifford Receives Award; Shares Tax-Withheld

What Happened

Gerard H. Gifford, Executive Vice President & Chief Accounting Officer of Crown Holdings (CCK), had 2,505 performance-based restricted shares vest on Feb 26, 2026 (awarded at $0). To satisfy tax withholding on the vesting, 5,915 shares were transferred back to the company (disposed) at $115.36 per share for a value of $682,354. The award results from a prior performance grant and the transfer was for tax withholding (not an open-market sale).

Key Details

Transaction dates: Vesting/award and withholding occurred on 2026-02-26; Form 4 filed 2026-03-02.
Prices/values: Awarded shares: 2,505 shares at $0.00 (restricted stock vesting). Withheld/transferred shares: 5,915 shares at $115.36 = $682,354.
Shares owned after transaction: Not disclosed in the provided excerpt.
Footnotes: F1 — These 2,505 shares are additional performance-based restricted shares from an original Jan 6, 2023 grant; Company ROIC payout was 120% of target. F2 — The 5,915 shares were transferred to the company to satisfy tax withholding.
Transaction codes: A = Award/Grant; F = Transfer of shares for tax withholding.
Timeliness: Transaction date 2/26/2026; filing date 3/2/2026 — the Form 4 was filed after the transaction (check SEC rules for the 2-business-day filing window).

Context

This was a vesting of performance-based restricted stock (not a purchase) and a routine share transfer to the company to cover tax obligations. Such tax-withholding transfers are common and do not necessarily indicate a change in insider sentiment.

Form 4

Period: 2026-02-26

EVP & CAO

Transactions

Holdings

Footnotes (2)

[F1]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 12,526. The Return on Invested Capital achieved by the Company compared to the ROIC target yielded a 120% payout. As a result, 2,505 additional performance-based restricted shares were issued.
[F2]Represents shares transferred to the Company for tax withholding in connection with vesting of restricted stock.

Signature

/s/ Rosemary Haselroth, by Power of Attorney|2026-03-02

1 file