Form 4: Crown Holdings CEO Donahue Reports Stock Transactions

Crown Holdings' President & CEO Timothy J. Donahue disclosed a series of stock transactions, including sales under a 10b5-1 plan, vesting of performance-based shares, and new restricted stock grants.

Summary

• Timothy J. Donahue, President & CEO and Director of Crown Holdings, Inc. (CCK), reported multiple transactions.
• Sold 29,024 shares of common stock at $105 per share on January 5, 2026, under a Rule 10b5-1(c) plan adopted on May 20, 2025.
• Acquired 27,130 additional performance-based shares of Restricted Common Stock that vested on January 5, 2026, due to the company achieving 199% payout based on Total Shareholder Return versus a peer group.
• Disposed of 34,336 shares at $105.74 per share on January 5, 2026, for tax withholding related to restricted stock vesting.
• Received a grant of 85,386 shares of Restricted Common Stock under the 2022 Stock-Based Compensation Plan.
• Following these transactions, Donahue beneficially owns 489,736 shares directly and 778 shares indirectly through a 401(k) Plan.

Sentiment

Score: 6

Explanation: The filing indicates a mix of transactions. While there's a sale of shares, it's under a pre-arranged 10b5-1 plan, which is a neutral event. The significant vesting of performance-based shares (199% payout) and a new substantial grant of restricted stock are positive indicators of company performance and continued executive alignment, slightly outweighing the routine sale.

Positives

• Vesting of 27,130 performance-based shares on January 5, 2026, indicating strong company performance (199% payout) against Total Shareholder Return targets.
• Grant of 85,386 new Restricted Common Stock shares, demonstrating continued long-term incentive alignment with management.

Negatives

• Sale of 29,024 shares of common stock at $105, although executed under a pre-arranged 10b5-1 plan.
• Disposal of 34,336 shares for tax withholding purposes, reducing direct beneficial ownership.

Risks

• Future vesting of 26,264 performance-based restricted shares is contingent on the company's Total Shareholder Return versus a defined peer group, with payout varying from 0% to 200%.
• Future vesting of 29,723 performance-based restricted shares is contingent on the company's Return on Invested Capital (ROIC) compared to a target, with payout varying from 0% to 200%.
• The value of time-vested restricted shares is subject to the company's stock price performance.

Future Outlook

The company's executive compensation structure includes significant performance-based incentives tied to future Total Shareholder Return (TSR) against a peer group and Return on Invested Capital (ROIC) targets, with vesting scheduled for January 3, 2029. Additionally, time-vested restricted shares will vest annually through January 3, 2029.

Industry Context

This Form 4 filing details routine insider transactions for an executive, which is common practice in publicly traded companies. The use of a 10b5-1 plan for stock sales is a standard mechanism for executives to diversify holdings while avoiding accusations of trading on material non-public information. The structure of performance-based equity awards is also a common practice to align executive incentives with shareholder value creation in the manufacturing and packaging industry.

Comparison to Industry Standards

• The use of performance-based restricted stock tied to metrics like Total Shareholder Return (TSR) and Return on Invested Capital (ROIC) is a common and well-regarded practice in executive compensation across various industries, including packaging and manufacturing, to align executive interests with long-term shareholder value.
• The 10b5-1 plan for stock sales is a standard compliance tool used by executives in public companies to manage personal liquidity and diversification needs in a pre-scheduled, transparent manner, similar to practices at peers like Ball Corporation or Ardagh Group.
• The vesting schedule for time-based restricted shares over a three-year period is typical for long-term incentive plans in the industry, providing retention and sustained performance incentives.

Corporate Governance

Stakeholder Impact

• Shareholders: Provides transparency into executive stock ownership and trading activity, which can influence investor confidence. The vesting of performance shares indicates past success in meeting targets, while new grants align executive incentives with future shareholder returns.
• Employees: The executive compensation structure, including stock-based awards, sets a precedent for performance incentives within the company.

Next Steps

• Future vesting of 9,800 time-vested restricted shares on January 5, 2027.
• Future vesting of 9,800 time-vested restricted shares on January 3, 2028.
• Future vesting of 9,799 time-vested restricted shares on January 3, 2029.
• Future vesting of 26,264 performance-based restricted shares (TSR-based) on January 3, 2029, contingent on company performance.
• Future vesting of 29,723 performance-based restricted shares (ROIC-based) on January 3, 2029, contingent on company performance.

Key Dates

Keywords

Crown Holdings, CCK, Timothy J. Donahue, Form 4, insider trading, executive compensation, restricted stock, 10b5-1 plan, stock grant, stock sale, performance shares, TSR, ROIC