UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~September 22~~October 6, 2025

CROWN HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

Pennsylvania

001-41550

75-3099507

(State or Other Jurisdiction of

Incorporation or Organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

14025 Riveredge Drive, Suite 300,

Tampa, Florida 33637

(215) 698-5100

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Not Applicable

(Former name or former address, if changed since last report)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:


Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock $5.00 Par Value	CCK	New York Stock Exchange
7 3/8% Debentures Due 2026	CCK26	New York Stock Exchange
7 1/2% Debentures Due 2096	CCK96	New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

SECTION 1 - REGISTRANT’S BUSINESS AND OPERATIONS

Item 1.01.

Entry into a Material Definitive Agreement.

The information provided in Item 2.03 below is hereby incorporated herein by reference.

SECTION 2 - FINANCIAL ~~OPERATION~~INFORMATION

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.

On ~~September~~October 226, 2025, Crown ~~Holdings, Inc. (the “Company”) entered into a Purchase Agreement (the “Purchase Agreement”) pursuant to which Crown~~ European Holdings S.A. (the “Issuer”), a wholly-owned subsidiary of ~~the~~Crown ~~Company~~Holdings, ~~agreed~~Inc. to(the ~~issue and sell to several initial purchasers~~“Company”), ~~for~~completed ~~whom~~its ~~BNP~~note ~~PARIBAS~~offering is(the ~~acting~~“Offering”) asof ~~representative,~~ €500,000,000 in aggregate principal amount of 3.750% senior unsecured notes due 2031 (the “Notes”).

The Notes will mature on September 30, 2031 and will accrue interest at a rate of 3.750% per year. Interest on the Notes will be payable semi-annually on March 30 and September 30 of each year, beginning on March 30, 2026. The Issuer may redeem some or all of the Notes, at its option, at any time prior to June 30, 2031 by paying 100% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, and a make-whole premium. The Issuer may redeem some or all of the Notes, at its option, at any time on or after June 30, 2031 by paying 100% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

The ~~Issuer~~Notes ~~may~~were ~~redeem~~sold ~~some~~in ora ~~all~~private placement and resold by the initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act of 1933 (the “Securities Act”) and to non-U.S. persons pursuant to Regulation S of the Securities Act. The Notes, athave ~~its~~not ~~option,~~been atregistered ~~any~~under ~~time~~the onSecurities Act and may not be offered or ~~after~~sold ~~June 30,~~in ~~2031~~the byUnited ~~paying~~States ~~100%~~absent ofregistration or an applicable exemption from the ~~principal~~registration ~~amount,~~requirements. ~~plus~~The ~~accrued~~net ~~and~~proceeds ~~unpaid~~from ~~interest~~the Offering, iftogether ~~any,~~with ~~to,~~cash ~~but~~on ~~excluding~~hand, will be used to redeem the ~~redemption~~Issuer’s ~~date~~outstanding 2.875% senior notes due in February 2026 and to pay related fees and expenses.

If the Issuer or the Company experiences a change of control repurchase event, the Issuer may be required to offer to purchase the Notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.

The Notes are senior obligations of the Issuer. The Notes will be unconditionally guaranteed on a senior basis by the Company and, subject to applicable law and exceptions, certain of the Company’s current and future subsidiaries organized under the laws of the United States, Canada, England and Wales, France, Germany, Luxembourg, Mexico, the Netherlands and Switzerland that are obligors under the Company’s senior secured credit facilities or that guarantees or otherwise becomes liable with respect to any other indebtedness of the Company, the Issuer or another guarantor, and subject to applicable law and exceptions, each of the Issuer’s subsidiaries that guarantee or otherwise become liable with respect to any indebtedness of the Company, the Issuer or another guarantor or is otherwise an obligor under the Company’s senior secured credit facilities.

The Notes have been issued under an indenture with U.S. Bank Trust Company, National Association, as trustee. The indenture governing the Notes contain covenants that will belimit ~~sold~~the inability aof ~~private~~the ~~placement~~Company and ~~resold~~its bysubsidiaries (including the ~~initial~~Issuer) ~~purchasers~~ to, ~~persons~~among ~~reasonably~~other ~~believed~~things, tocreate beliens, ~~qualified~~engage ~~institutional~~in ~~buyers~~sale ~~pursuant~~and toleaseback ~~Rule~~transactions ~~144A~~or ofmerge ~~the~~or ~~Securities~~consolidate ~~Act~~with or into other companies. If an event of ~~1933~~default, as ~~amended~~specified (in the ~~“Securities~~indenture ~~Act”)~~governing the Notes, ~~and~~shall tooccur ~~non-U.S.~~and ~~persons~~be ~~outside~~continuing, either the ~~United~~trustee ~~States~~or ~~pursuant~~the toholders ~~Regulation~~of Sa specified percentage of the ~~Securities~~Notes ~~Act.~~may ~~The~~accelerate ~~Notes~~the ~~have~~maturity ~~not~~of ~~been~~all ~~registered~~the ~~under~~Notes. ~~the~~The ~~Securities~~covenants, ~~Act~~events of default and ~~may~~acceleration ~~not~~rights bedescribed ~~offered~~in orthis ~~sold~~paragraph inare ~~the~~subject ~~United~~to ~~States~~important ~~absent~~exceptions ~~registration~~and orqualifications, anwhich ~~applicable~~are ~~exemption~~described ~~from~~in the ~~registration~~indenture ~~requirements~~filed herewith.

The ~~foregoing~~ description ofset ~~the~~forth ~~Purchase~~above ~~Agreement does not purport to be complete and~~ is qualified in its entirety by the ~~full~~indenture ~~text~~governing of the ~~Purchase~~Notes ~~Agreement~~filed ~~attached~~herewith ~~hereto~~ as Exhibit 104.1~~, which is hereby incorporated by reference herein~~.

SECTION 8 – OTHER EVENTS

Item 8.01. Other Events

The Issuer has issued a conditional notice of redemption to redeem all of the Issuer’s outstanding 2.875% Senior Notes due 2026 (the “2026 Notes”) with an aggregate principal amount outstanding of €500 million. The 2026 Notes will be redeemed on October 22, 2025 (the “Redemption Date”) at the redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, from and including the most recent Interest Payment Date, August 1, 2025, to, but not including, the Redemption Date. The redemption of the 2026 Notes is conditioned upon the issuance of the Notes pursuant to the Purchase Agreement, prior to the Redemption Date.

Cautionary Note Regarding Forward-Looking Statements

Except for historical information, all other information in this Form 8-K consists of forward-looking statements. These forward-looking statements involve a number of risks, uncertainties and other factors, ~~including the expected completion of the offering of the Notes,~~ which may cause the actual results to be materially different from those expressed or implied in the forward-looking statements. Other important factors that could cause the statements made in this Form 8-K or the actual results of operations or financial condition of the Company to differ include, without limitation, that the offering of the Notes is subject to a number of conditions. There can be no assurance that the offering of the Notes will be completed as described herein or at all. Other important factors are discussed under the caption “Forward Looking Statements” in the Company’s Form 10-K Annual Report for the year ended December 31, 2024 and in subsequent filings made prior to or after the date hereof. ~~The Company does not intend to review or revise any particular forward-looking statement in light of future events.~~

The Company does not intend to review or revise any particular forward-looking statement in light of future events.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits:

Exhibit		Description
Exhibit 10.1		Purchase Agreement, dated as of September 22, 2025, by and among the Company, the Issuer, BNP PARIBAS, as representative of the Initial Purchasers named in Schedule I thereto, and the Guarantors (as defined therein).
Exhibit 4.1		Indenture, dated October 6, 2025, among the Issuer, the Company, the other guarantors party thereto, BNP PARIBAS, as representative of the several initial purchasers party thereto, U.S. Bank Trust Company, National Association, as Trustee, U.S. Bank Europe DAC, as paying agent, registrar and transfer agent, relating to the €500,000,000 3.750% senior unsecured notes due 2031.
Exhibit 104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: ~~September~~October 238, 2025


CROWN HOLDINGS, INC.

By:		/s/ David A. Beaver
Name:		David A. Beaver
Title:		Vice President & Treasurer

Filing Compare · CROWN HOLDINGS, INC.