CROWN HOLDINGS, INC.
For the period ended Dec 31, 2025. Filed Feb 27, 2026.
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FY2025 · Filed Feb 27, 2026
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U. Capital Stock
A summary of common share activity for the years ended December 31 follows (in shares):
| 2025 | 2024 | 2023 | |
|---|---|---|---|
| Common shares outstanding at January 1 | 118,503,631 | 120,644,313 | 119,945,302 |
| Shares repurchased | (5,373,432) | (2,470,604) | (143,736) |
| Restricted stock issued to employees, net of forfeitures | 278,926 | 313,136 | 820,343 |
| Shares issued to non-employee directors | 12,509 | 16,786 | 22,404 |
| Common shares outstanding at December 31 | 113,421,634 | 118,503,631 | 120,644,313 |
The Company declared and paid dividends of $1.04, $1.00 and $0.96 per share in 2025, 2024, and 2023, respectively. Additionally, on February 26, 2026, the Company’s Board of Directors declared a dividend of $0.35 per share payable on March 31, 2026, to shareholders of record as of March 17, 2026.
On July 25, 2024, the Company’s Board of Directors authorized the repurchase of an aggregate amount of $2,000 of the Company’s common stock through the end of 2027. The new authorization supersedes the previous authorization announced in December 2021, which authorized the repurchase of an aggregate amount of $3,000 of Company common stock through the end of 2024. Share repurchases under the Company’s program may be made in the open market or through privately negotiated transactions, and at times and in such amounts as management deems appropriate. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate, and regulatory requirements and other market conditions. The Company uses the par value method of accounting for its stock repurchases. The excess of the fair value over par value is first charged to paid-in capital, if any, and then to retained earnings. The Company repurchased $505 of its shares during 2025.
The Company is not obligated to acquire any shares of its common stock and the share repurchase program may be suspended or terminated at any time at the Company’s discretion. Share repurchases are subject to the terms of the Company’s debt agreements, market conditions and other factors.
The Board of Directors has the authority to issue, at any time or from time to time, up to 30 million shares of preferred stock and has authority to fix the designations, number and voting rights, preferences, privileges, limitations, restrictions, conversion rights, and other special or relative rights, if any, of any class or series of any class of preferred stock that may be desired, provided the shares of any such class or series of preferred stock shall not be entitled to more than one vote per share when voting as a class with holders of the Company’s common stock.
Dividends are payable when declared by the Company’s Board of Directors and in accordance with the restrictions set forth in the Company’s debt agreements. While the Company’s debt agreements impose restrictions on the Company’s ability to pay dividends and repurchase common stock, the debt agreements generally permit dividends and common stock repurchases provided that the Company is in compliance with applicable financial and other covenants and meets certain liquidity requirements.
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