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CROWN HOLDINGS, INC.

For the period ended Dec 31, 2025. Filed Feb 27, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 27, 2026

CCK$123.23-0.1%Stored close · as of Nov 10, 2026

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Contents

S. Pension and Other Postretirement Benefits

Pensions. The Company sponsors various pension plans covering certain U.S. and non-U.S. employees, and participates in certain multi-employer pension plans. The benefits under the Company plans are based primarily on years of service and either the employees’ remuneration near retirement or a fixed dollar multiple.

A measurement date of December 31 was used for all plans presented below.

The components of pension expense were as follows:

U.S. Plans202520242023
Service cost$13$15$13
Interest cost164054
Expected return on plan assets(14)(46)(60)
Settlements and curtailments—469—
Amortization of actuarial loss113243
Amortization of prior service cost111
Net periodic cost$27$511$51
Non-U.S. Plans202520242023
Service cost$7$7$7
Interest cost121619
Expected return on plan assets(13)(18)(22)
Settlements(5)44—
Special termination benefits——6
Amortization of actuarial loss—23
Amortization of prior service credit(1)——
Net periodic cost$—$51$13

In the third quarter of 2024, the Company’s Canadian and primary U.S. defined benefit pension plans (the "Canadian Plan" and the "U.S. Plans", respectively) entered into transactions to transfer a significant portion of their pension liabilities through the purchase of group annuity insurance contracts for the benefit of nearly all their respective retiree and deferred vested participants. The issuers of the group annuity insurance contracts fully guarantee and are solely responsible for paying each participant’s future benefits in full. The Company used plan assets to settle $119 of Canadian Plan obligations and $740 of U.S. Plans obligations and recorded settlement charges in 2024 of $47 and $469, respectively, for the Canadian and U.S. Plans. As part of the transaction, in 2024 the Company also made a cash contribution of approximately $100 to the U.S. Plans. In addition in 2024, $35 of U.S. plan obligations were settled as a result of certain retiree and deferred vested participants electing lump-sum distributions.

Additional pension expense of $6 in 2025, 2024, and 2023 was recognized for multi-employer plans.

The projected benefit obligations, accumulated benefit obligations, plan assets and funded status of the Company’s U.S. and non-U.S. plans were as follows:

U.S. PlansNon-U.S. Plans
2025202420252024
Projected Benefit Obligations
Benefit obligations at January 1$299$1,109$258$415
Service cost131577
Interest cost16401216
Plan participants' contributions——22
Amendments2———
Settlements—(775)(8)(122)
Actuarial (gain) / loss(2)(15)21(7)
Benefits paid(7)(75)(12)(22)
Foreign currency translation——31(31)
Benefit obligations at December 31$321$299$311$258
Plan Assets
Fair value of plan assets at January 1$195$880$254$412
Actual gain on plan assets12402927
Employer contributions / (withdrawals)6125(29)(12)
Plan participants' contributions——21
Settlements—(775)1(122)
Benefits paid(7)(75)(12)(22)
Foreign currency translation——27(30)
Fair value of plan assets at December 31$206$195$272$254
Funded status$(115)$(104)$(39)$(4)
Accumulated benefit obligations at December 31$278$257$257$229

During 2025, actuarial losses for the Company’s U.S. and non-U.S. pension plans totaled $3. Actuarial gains and losses arise each year primarily due to changes in discount rates, differences in actual plan asset returns compared to expected returns, and changes in actuarial assumptions such as mortality.

U.S. pension plans with accumulated benefit obligations in excess of plan assets were as follows:

20252024
Projected benefit obligations$98$93
Accumulated benefit obligations9288

U.S. pension plans with projected benefit obligations in excess of plan assets were as follows:

20252024
Projected benefit obligations$321$296
Accumulated benefit obligations278255
Fair value of plan assets206192

Non-U.S. pension plans with accumulated benefit obligations in excess of plan assets were as follows:

20252024
Projected benefit obligations$217$199
Accumulated benefit obligations195179
Fair value of plan assets125114

Non-U.S. pension plans with projected benefit obligations in excess of plan assets were as follows:

20252024
Projected benefit obligations$239$199
Accumulated benefit obligations196179
Fair value of plan assets145114

The Company’s investment strategy in its U.S. plan is designed to generate returns that are consistent with providing benefits to plan participants within the risk tolerance of the plan. Asset allocation is the primary determinant of return levels and investment risk exposure.

The strategic ranges for asset allocation in the U.S. plans are as follows:

U.S. equities45%to55%
International equities7.5%to12.5%
Fixed income15%to25%
Balanced funds7.5%to12.5%
Real estate7.5%to12.5%

Subsequent to the annuitization of a portion of the U.S Plans liabilities discussed above, the U.S. Plans’ asset allocation will be migrating to the above target ranges. That migration will be staged over time and allow Crown to manage liquidity requirements and minimize transaction fees.

Pension assets are classified into three levels. Level 1 asset values are derived from quoted prices which are available in active markets as of the report date. Level 2 asset values are derived from other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the report date. Level 3 asset values are derived from unobservable pricing inputs that are not corroborated by market data or other objective sources.

Level 1 Investments

Equity securities are valued at the latest quoted prices taken from the primary exchange on which the security trades. Mutual funds are valued at the net asset value ("NAV") of shares held at year-end.

Level 2 Investments

Fixed income securities, including government issued debt, corporate debt, asset-backed and structured debt securities are valued using the latest bid prices or valuations based on a matrix system (which considers such factors as benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and other reference data including market research publications). Derivatives, which consist mainly of interest rate swaps, are valued using a discounted cash flow pricing model based on observable market data.

Level 3 Investments

Hedge funds and private equity funds are valued at the NAV at year-end. The values assigned to private equity funds are based upon assessments of each underlying investment, incorporating valuations that consider the evaluation of financing and sale transactions with third parties, expected cash flows and market-based information, including comparable transactions, and performance multiples among other factors. Real estate investments are based on third party appraisals.

Investments Measured Using NAV per Share Practical Expedient

Investments measured using NAV per share as a practical expedient include investment funds that invest in global equity, emerging markets and fixed income. The global equity funds invest in equity securities of various market sectors including industrial materials, consumer discretionary goods and services, financial infrastructure, technology, and health care. The emerging markets funds invest in equity markets within financial services, consumer goods and services, energy, and technology.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair value. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in different fair value measurements at the reporting date.

The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and their placement within the fair value hierarchy. The levels assigned to the defined benefit plan assets as of December 31, 2025 and 2024 are summarized in the tables below:

U.S. planassetsNon-U.S. planassetsTotal
Cash and cash equivalents$2$8$10
Global large cap equity—99
U.S. large cap equity—1212
Mutual funds – U.S. equity70—70
Mutual funds – fixed income32—32
10429133
Government issued debt securities—2424
Corporate debt securities—88
Insurance contracts—131131
—163163
Investment funds – real estate731487
Private equity1—1
Real estate – direct28—28
10214116
Total assets in fair value hierarchy206206412
Investments measured at NAV Practical Expedient (a)
Investment funds - fixed income—2828
Investment funds - global equity—3838
—6666
Total investments at fair value$206$272$478
U.S. planassetsNon-U.S. planassetsTotal
Cash and cash equivalents$8$28$36
Global large cap equity—88
U.S. large cap equity—1010
Mutual funds – U.S. equity51—51
5946105
Government issued debt securities—1818
Corporate debt securities—66
Insurance contracts—102102
Investment funds – fixed income—11
—127127
Investment funds – real estate10628134
Private equity2—2
Real estate – direct28836
13636172
Total assets in fair value hierarchy195209404
Investments measured at NAV Practical Expedient (a)
Investment funds - fixed income—2525
Investment funds - global equity—2020
—4545
Total investments at fair value$195$254$449

(a) Certain investments that are measured at fair value using the NAV per share practical expedient have not been classified in the fair value hierarchy.

The following tables reconcile the beginning and ending balances of plan assets measured using significant unobservable inputs (Level 3).

PrivateequityRealestateTotal
Balance at January 1, 2024$3$231$234
Foreign currency translation—(4)(4)
Asset returns – assets held at reporting date3(6)(3)
Asset returns – assets sold during the period(4)2(2)
Purchases, sales and settlements, net—(53)(53)
Balance at December 31, 20242170172
Foreign currency translation—11
Asset returns – assets held at reporting date2(13)(11)
Asset returns – assets sold during the period(2)42
Purchases, sales and settlements, net(1)(47)(48)
Balance at December 31, 2025$1$115$116

The following table presents additional information about the pension plan assets valued using NAV as a practical expedient:

Fair ValueRedemption FrequencyRedemption Notice Period
Investment funds – fixed income$28Monthly10 days
Investment funds – global equity38Daily10 days
Investment funds – fixed income$25Daily10 days
Investment funds – global equity20Daily10 days

The pension plan assets valued using NAV as a practical expedient do not have any unfunded commitments.

Pension assets and liabilities included in the Consolidated Balance Sheets were:

20252024
Non-current assets$61$88
Current liabilities1822
Non-current liabilities197174

The Company’s current liability at December 31, 2025, represents the expected required payments to be made for unfunded plans over the next twelve months. Total estimated 2026 employer contributions are $28 for the Company’s pension plans.

Changes in the net loss and prior service credit for the Company’s pension plans were:

202520242023
Net lossPriorserviceNet lossPriorserviceNet lossPriorservice
Balance at January 1$109$(2)$686$(1)$712$—
Reclassification to net periodic benefit cost(11)—(551)(1)(46)(1)
Current year (gain) / loss3—(25)—22—
Amendments—2——(1)—
Foreign currency translation(2)—(1)—(1)—
Balance at December 31$99$—$109$(2)$686$(1)

Expected future benefit payments as of December 31, 2025 are:

U.S.plans · Non-U.S.plans
2026$16$23
20274120
20281023
20291224
20301822
2031 - 203593120

The weighted average actuarial assumptions used to calculate the benefit obligations at December 31 were:

U.S. Plans202520242023
Discount rate5.9%5.9%5.0%
Compensation increase5.0%5.0%5.0%
Non-U.S. Plans202520242023
Discount rate4.8%5.1%4.8%
Compensation increase2.9%2.8%2.9%

The weighted average actuarial assumptions used to calculate pension expense for each year were:

U.S. Plans202520242023
Discount rate - service cost5.9%5.2%5.4%
Discount rate - interest cost5.7%4.9%5.1%
Compensation increase5.0%5.0%5.0%
Long-term rate of return7.2%7.2%7.2%
Non-U.S. Plans202520242023
Discount rate - service cost4.9%4.7%5.0%
Discount rate - interest cost4.9%4.7%5.1%
Compensation increase3.0%2.9%2.9%
Long-term rate of return4.0%4.2%5.1%

The expected long-term rate of return on plan assets is determined by taking into consideration expected long-term returns associated with each major asset class based on long-term historical ranges, inflation assumptions and the expected net value from active management of the assets based on actual results.

Other Postretirement Benefit Plans. The Company sponsors unfunded plans to provide health care and life insurance benefits to certain retirees and survivors. Generally, the medical plans pay a stated percentage of medical expenses reduced by deductibles and other coverages. Life insurance benefits are generally provided by insurance contracts. The Company reserves the right, subject to existing agreements, to change, modify or discontinue the plans. A measurement date of December 31 was used for the plans presented below.

The components of net postretirement benefits cost were as follows:

Other Postretirement Benefits202520242023
Interest cost$6$6$6
Net periodic benefit cost / (credit)$6$6$6

Changes in the benefit obligations were:

20252024
Benefit obligations at January 1$96$107
Interest cost66
Actuarial (gain) / loss8(2)
Benefits paid(10)(9)
Foreign currency translation5(6)
Benefit obligations at December 31$105$96

Changes in the net (gain) / loss and prior service credit for the Company’s postretirement benefit plans were:

202520242023
Netloss / (gain)Netloss / (gain)Netgain
Balance at January 1$(5)$(3)$(2)
Current year (gain) / loss8(3)—
Foreign currency translation—1(1)
Balance at December 31$3$(5)$(3)

Expected future benefit payments are as follows:

Benefit Payments
2026$12
202710
202810
202910
20309
2031 - 203540

The assumed health care cost trend rates at December 31, 2025 were as follows:

Health care cost trend rate assumed for 20255.9%
Rate that the cost trend rate gradually declines to4.1%
Year that the rate reaches the rate it is assumed to remain2032

Weighted average discount rates used to calculate the benefit obligations at the end of each year and the cost for each year are presented below:

202520242023
Benefit obligations6.4%6.5%5.0%
Service cost9.2%8.1%5.3%
Interest cost6.3%5.8%4.9%

Defined Contribution Benefit Plans. The Company also sponsors defined contribution benefit plans in certain jurisdictions including the U.S. and the U.K. The Company recognized expense of $14, $13, and $14 in 2025, 2024, and 2023 related to these plans.

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