CCK 10-K & 10-Q changes, risk factors and insider trading

The Company uses various raw materials, such as aluminum, steel, tin, and materials derived from crude oil and natural gas, such as polyethylene and polypropylene resin, and also water, natural gas, electricityelectricity, and other processed energy, in its manufacturing activities. Sufficient quantities of these raw materials may not be available in the future or may be available only at increased prices. In 2024,2025, consumption of aluminum and steel represented 46%47% and 7%8% of the Company'sCompany’s consolidated cost of products sold, excluding depreciation and amortization. The Company'sCompany’s raw material supply contracts vary as to terms and duration, with aluminum contracts typically multi-year in duration with fluctuating prices based on aluminum ingot costs and steel contracts typically one year in duration with fixed prices. The availability of various raw materials and their prices depend on global and local supply and demand forces, governmental regulations and trade policies (including tariffs and duties), level of production, resource availability, transportation, and other factors, including disruptions caused by accident or natural disasters such as floods and earthquakes, and pandemics (including possible reemergence of the COVID 19 pandemic).pandemics. The U.S. has recently signaled its intention to change U.S. trade policy, including potentially renegotiating or terminating existing trade agreements and leveraging tariffs. In February 2025, the U.S. imposed additional tariffs on aluminum and steel as well as on imports from China and announced and subsequently paused implementation of tariffs from Canada and Mexico. In April 2025, the U.S. imposed additional tariffs on imports from a broad range of companies and materials. These additional tariffs, as well as potential retaliation by another government against such tariffs or policies could significantly affect the price of steel, aluminumaluminum, and other raw materials used by the Company, which may adversely affect the Company'sCompany’s profits and financial results. The scope, timing, and duration of tariffs on imports and exports and any retaliatory measures on U.S. goods remain uncertain and could impact the Company’s business. On February 20, 2026, the Supreme Court of the United States ruled that many tariffs imposed by the current administration were unlawful. The scope, timing and practical effect of this decision including whether and how such tariffs may be modified, refunded, replaced or otherwise addressed through new measures and its impact on tariffs, duties and broader trade relations remain uncertain, and could be material to our business, results of operations and financial condition.

The prices of certain raw materials used by the Company, such as aluminum, steelsteel, and energy, have historically been subject to volatility. The Company continues to manage the challenges of supply chain disruptions and fluctuating costs for raw materials and energy. While certain, but not all, of the Company'sCompany’s contracts pass through raw material costs to customers, the Company may be unable to increase its prices to offset increases in raw material costs without suffering reductions in unit volume, revenue and operating income. The Company also uses commodity forward contracts to manage its exposure to these raw material costs. The ability to mitigate inflationary risks through these measures varies by region and the impact on the results of the Company'sCompany’s segments for the year-ended December 31, 20242025 is discussed, as applicable in "Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations."

If the Company is unable to purchase aluminum, steel, resins or other raw materials for a significant period of time, the Company'sCompany’s operations would be disrupted and any such disruption may adversely affect the Company'sCompany’s financial results. If customers believe that the Company'sCompany’s competitors have greater access to raw materials, perceived certainty of supply at the Company'sCompany’s competitors may put the Company at a competitive disadvantage with respect to pricing and product volumes. The financial stability of the Company’s suppliers can also impact the continuity of the Company’s supply chain. The Company’s suppliers may face higher prices due to inflation or increased tariffs. If one or more of the Company’s suppliers encounter financial hardships, delivery setbacks, or other performance-related difficulties, the Company may be unable to fulfill its obligations to customers. Furthermore, if any of the raw materials critical to the Company’s manufacturing become unavailable to the Company’s suppliers, or are only accessible at significantly higher costs, including due to increased tariffs or trade restrictions, or are affected by quality problems or defects, the Company’s ability to deliver certain products on schedule or within budget could be compromised.

The Company'sCompany’s ability to develop new product offerings for a diverse group of global customers with differing preferences, while maintaining functionality and spurring innovation, is critical to its success. This requires a thorough understanding of the Company'sCompany’s existing and potential customers on a global basis, particularly in developing markets and areas, such as the Middle East, South America, Eastern EuropeEurope, and Asia. Failure to deliver quality products that meet customer needs ahead of competitors could have a significant adverse effect on the Company'sCompany’s business.

The Company depends generally upon third-party transportation providers for delivery of products to customers. Strikes, slowdowns, transportation disruptionsdisruptions, or other conditions in the transportation industry, including, but not limited to, shortages of truck drivers, disruptions in rail service, decreases in the availability of vessels or increases in fuel prices, could increase the Company'sCompany’s costs and disrupt the Company’s operations and its ability to service customers on a timely basis or cost-effective basis.

The Company manufactures metal and glass packaging primarily for the beverage and food can market. Its sales can be affected by weather conditions. Due principally to the seasonal nature of the soft drink, brewing, iced teatea, and other beverage industries, in which demand is stronger during the summer months, sales of the Company'sCompany’s products are expected to vary by quarter and by region. Unseasonably cool weather can reduce consumer demand for certain beverages packaged in the Company'sCompany’s containers. In addition, poor weather conditions that reduce crop yields of packaged foods can decrease customer demand for its food containers.

A portion of the Company'sCompany’s operations, including certain beverage can operations in Asia, the Middle EastEast, and South America, is conducted through joint ventures. The Company participates in these ventures with third parties. In the event that the Company'sCompany’s joint venture partners do not observe their obligations or are unable to commit additional capital to the joint ventures, it is possible that the affected joint venture would not be able to operate in accordance with its business plans or that the Company would have to increase its level of commitment to the joint venture.

The Company is an international company, and the risks associated with operating in non-U.S. jurisdictions, and with operating and seeking to expand business in a number of different regions and countries generally, exposesexpose the Company to potentially conflicting cultural practices, business practices and legal and regulatory requirements and may have a negative impact on the Company’s liquidity and net income. The Company'sCompany’s international operations generated approximately 61% of its consolidated net sales in the year ended 2025 and 63% of its consolidated net sales in the years ended 2024, 20232024 and 2022.2023. In addition, the Company’s business strategy includes continued expansion of international activities, including within developing markets and areas, such as the Middle East, South America, Eastern EuropeEurope, and Asia, that may pose political and economic volatility and instability, greater vulnerability to infrastructure and labor disruptions and differing local customer product preferences and requirements than the Company’s other markets. The Company’s expansion efforts may also use capital and other resources of the Company that could be invested in other areas. Further, if a downturn in economic conditions ultimately leads to a significant devaluation of a foreign currency such as the euro, the value of any financial assets that are denominated in that currency may be reduced when translated to U.S. dollars for financial reporting purposes. Any of these conditions could ultimately harm the Company’s overall business, prospects, operating results, financial conditioncondition, and cash flows.

•duties, taxestaxes, or government royalties, including the imposition or increase of withholding and other taxes on remittances and other payments by non-U.S. subsidiaries;

•geographic, languagelanguage, and cultural differences between personnel in different areas of the world;

•civil unrest or political, social, legallegal, and economic instability;

•war (such as the ongoing military conflict between Russia and Ukraine, and the Israel - Hamas conflict, and other hostilities in the Middle-EastMiddle-East, the Thailand - Cambodia border conflict, and potential conflicts in Venezuela), civil disturbance,disturbance (such as cartel-related violence in Mexico), global or regional catastrophic events, natural disasters, and acts of terrorism;

•epidemics, pandemics, and other disease outbreaks and health crises (such as the possible reemergence of the COVID-19 pandemic);

•compliance with applicable anti-corruption, anti-bribery laws and anti-money laundering laws and sanctions; and continuing legal, politicalpolitical, and economic uncertainty following Brexit.uncertainty.

The Company is exposed to fluctuations in foreign currencies as a significant portion of its consolidated net sales, costs, assets and liabilities, are denominated in currencies other than the U.S. dollar. The Company'sCompany’s international operations generated approximately 61% of its consolidated net sales in the year ended 2025 and 63% of its consolidated net sales in the years ended 2024, 20232024 and 2022.2023. In certain countries, government capital and currency controls restrict the Company’s ability to access U.S. dollars and remit earnings from the Company’s operations in those countries, leaving the Company exposed to long-term currency fluctuations. Worldwide foreign currency exposures impact the Company’s cash flows and financial results. Based on anticipated and committed foreign currency cash inflows and outflows, significant strengthening or weakening of the U.S. dollar relative to other currencies could materially impact the Company’s expected net cash flows. Volatility in exchange rates may increase the costs of the Company'sCompany’s products, impair the purchasing power of its customers in different markets, result in significant competitive benefit to certain of its competitors who incur a material part of their costs in other currencies than it does, increase its hedging costs, and limit its ability to hedge exchange rate exposure. Although the Company may use financial instruments such as foreign currency forwards from time to time to reduce its exposure to currency exchange rate fluctuations in some cases, it may not elect or have the ability to implement hedges or, if it does implement them, there can be no assurance that such agreements will achieve the desired effect. In its consolidated financial statements, the Company translates local currency financial results into U.S. dollars based on average exchange rates prevailing during a reporting period. During times of a strengthening U.S. dollar, its reported international revenue and earnings will be reduced because the local currency will translate into fewer U.S. dollars. Conversely, a weakening U.S. dollar will effectively increase the dollar-equivalent of the Company'sCompany’s expenses and liabilities denominated in foreign currencies. See “Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Market Risk” and "Quantitative and Qualitative Disclosure about Market Risk" in this Annual Report.

For the year-endedyear 2024,ended 2025, the Company was primarily impacted by changes in the Mexican peso, the euro, the Chinese yuan and the Thai baht. Additionally, the Company's Transit Packaging segment is a global business and is also impacted by changes in the Indian rupee, the Japanese yen and the Brazilian real. For the year-ended December 31, 2024,2025, a 10% movement in the average foreign exchange rates used to translate income and expense items during the year would have decreased net income by approximately $11$20 million.

The substantial indebtedness of the Company could prevent it from fulfilling its obligations under its debt agreements.

The Company has substantial outstanding indebtedness. As a result of the Company's substantialCompany’s indebtedness, a significant portion of the Company'sCompany’s cash flow will be required to pay interest and principal on its outstanding indebtedness, and the Company may not generate sufficient cash flow from operations, or have future borrowings available under its senior secured credit facilities, to enable it to repay its indebtedness or to fund other liquidity needs. As of December 31, 2024,2025, the Company and its subsidiaries had approximately $6.2$6 billion of indebtedness, excluding unamortized discounts and debt issuance costs.

The Company’s current sources of liquidity includesinclude a securitization facility with a program limit up to a maximum of $800 million that expires in July 20252027 and securitization facilities with program limits of $230 million and $160$180 million that expire in November 2025.2027. Additional sources of the Company'sCompany’s liquidity include borrowings under its $1,650 million revolving credit facilities that mature in August 2027.

The Company'sCompany’s indebtedness includes its $875 million 4.75% senior notes due in February 2026; its €500 million ($518 million at December 31, 2024) 2.875% senior notes due in February 2026; its $400 million 4.25% senior notes due in September 2026; its $350 million 7.375% senior notes due in December 2026; its €500 million ($518$587 million at December 31, 20242025) 5.00% senior notes due in May 2028; its €500 million ($518$587 million at December 31, 20242025) 4.75% senior notes due in March 2029; its €600 million ($621$705 million at December 31, 20242025) 4.50% senior notes due in January 2030; its $500 million 5.25% senior notes due in April 2030; its €500 million ($587 million at December 31, 2025) 3.75% senior notes due in September 2031; its $700 million 5.875% senior notes due June 2033; its $40 million 7.50% senior notes due in December 2096; and its $118$54 million of other indebtedness in various currencies due at various dates through 2027. In addition, the Company’s term loan facilities mature as follows: $21$32 million in 2025,2026 $28and million in 2026, $1,664$1,730 million in 2027.

The substantial indebtedness of the Company could:

•limit, along with the financial and other restrictive covenants under the Company'sCompany’s debt agreements, the Company'sCompany’s ability to obtain additional financing, dispose of assetsassets, or pay cash dividends;

•require the Company to dedicate a substantial portion of its cash flow from operations to service its indebtedness, thereby reducing the availability of its cash flow to fund future working capital, capital expenditures, research and development expendituresexpenditures, and other general corporate requirements;

If its financial condition, operating resultsresults, and liquidity deteriorate, the Company'sCompany’s creditors may restrict its ability to obtain future financing and its suppliers could require prepayment or cash on delivery rather than extend credit, which could further diminish the Company'sCompany’s ability to generate cash flows from operations sufficient to service its debt obligations. In addition, the Company'sCompany’s ability to make payments on and refinance its debt and to fund its operations will depend on the Company'sCompany’s ability to generate cash in the future.

As of December 31, 2024,2025, approximately $1.8 billion of the Company'sCompany’s $6.2$6 billion of total indebtedness and $1.1$1.3 billion of securitization and factoring programs were subject to floating interest rates. Changes in economic conditions could result in higher interest rates, thereby increasing the Company'sCompany’s interest expense and reducing funds available for operations or other purposes. While the U.S. Federal Reserve issued three interest rate cuts in 2025, interest rates in certain key markets remained elevated. The Company'sCompany’s annual interest expense was $398 million, $452 million, and $436 million andfor $284 million for2025, 2024, 2023 and 2022,2023, respectively. Based on the amount of variable rate debt outstanding and securitization and factoring at December 31, 2024,2025, a 0.25% increase in variable interest rates would increase its annual interest expense by approximately $7$8 million before tax. Accordingly, the Company may experience economic losses and a negative impact on earnings as a result of interest rate fluctuation. The actual effect of a 0.25% increase in these floating interest rates could be more than $7$8 million as the Company’s average borrowings on its variable rate debt and securitization and factoring may be higher during the year than the amount at December 31, 2024.2025. Although the Company may use interest rate protection agreements from time to time to reduce its exposure to interest rate fluctuations in some cases, it may not elect or have the ability to implement hedges or, if it does implement them, there can be no assurance that such agreements will achieve the desired effect. See “Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Market Risk” and “Quantitative and Qualitative Disclosures About Market Risk” in this Annual Report.

In addition, the indentures and agreements governing the Company'sCompany’s senior secured credit facilities and certain of its outstanding notes limit, among other things, the ability of the Company to enter into certain transactions, such as mergers, consolidations, joint ventures, asset sales, sale and leaseback transactionstransactions, and the pledging of assets.

The Company has significant pension plan obligations worldwide and significant unfunded postretirement obligations, which could reduce its cash flow and negatively impact its results of operations and its financial condition.

The Company sponsors various pension plans worldwide, with the largest funded plans in the U.S. and Canada. In 2025, 2024, 2023 and 2022,2023, the Company contributed $13 million, $122 million, and $19 million, and $24 millionrespectively, to its pension plans. The 2024 contributions included approximately $100 million to its U.S. pension plan in advance of a partial settlement of the plan's obligations. Pension expense was $562 million, including settlement charges of $47$27 million and $469 million for the Canadian and U.S. pension plans and is expected to be $32$33 million in 2025,2026, using foreign currency exchange rates in effect at December 31, 2024.2025. A 0.50% change in the 20252026 expected rate of return assumptions would change 20252026 pension expense by approximately $2 million. A 0.50% change in the discount rates assumptions as of December 31, 20242025 would change 20252026 pension expense by approximately $4 million. The Company may be required to accelerate the timing of its contributions under its pension plans. The actual impact of any accelerated funding will depend upon the interest rates required for determining the plan liabilities and the investment performance of plan assets. An acceleration in the timing of pension plan contributions could decrease the Company'sCompany’s cash available to pay its outstanding obligations and its net income and increase the Company'sCompany’s outstanding indebtedness.

Based on current assumptions, the Company expects to make pension contributions of $20 million in 2025, $29$28 million in 2026, $27$19 million in 2027, $51$65 million in 20282028, and $28$48 million in 2029.2029, and $40 million in 2030. Future changes in the factors used to determine pension contributions, including investment performance of plan assets, could have a significant impact on the Company’s future contributions and its cash flow available for debt reduction, capital expendituresexpenditures, or other purposes.

On October 7, 2021, the French Autorité de la concurrence (the French Competition Authority or “FCA”) issued a statement of objections to 14 trade associations, one public entity and 101 legal entities from 28 corporate groups, including the Company, certain of its subsidiaries, other leading metal can manufacturers, certain can fillers and certain retailers in France. The FCA alleged violations of Articles 101 of the Treaty on the Functioning of the EU and L.420-1 of the French Commercial Code. The statement of objections alleges, among other things, anti-competitive behavior in connection with the removal of bisphenol-A from metal packaging in France. The removal of bisphenol-A was mandated by French legislation that went into effect in 2015. On December 29, 2023, the FCA issued a decision imposing a fine of €4 million on the Company. The Company intendshas to appealappealed the decision of the FCAFCA, andhowever there can be no assurance regarding the outcome of such appeal.

During the year ended December 31, 2024,2025, Crown Cork received approximately 1,4001,300 new claims, settled or dismissed approximately 600700 claims, and had approximately 59,30059,900 claims outstanding at the end of the period. Of the Company'sCompany’s outstanding claims, approximately 18,000 claims relate to claimants alleging first exposure to asbestos after 1964 and approximately 41,30041,900 relate to claimants alleging first exposure to asbestos before or during 1964, of which approximately 13,000 were filed in Texas, 1,300 were filed in Pennsylvania, 6,000 were filed in other states that have enacted asbestos legislationlegislation, and 21,00021,600 were filed in other states. Due to the passage of time, the Company considers it unlikely that the plaintiffs in these cases will pursue further action. The exclusion of these inactive claims had no effect on the calculation of the Company'sCompany’s accrual as the claims were filed in states where the Company'sCompany’s liability is limited by statute. The Company devotes significant time and expense to defend against these various claims, complaints and proceedings, and there can be no assurance that the expenses or distractions from operating the Company'sCompany’s business arising from these defenses will not increase materially.

Crown Cork made cash payments of $19 million, $15 million, and $17 million andin $21 million in2025, 2024, 2023 and 20222023, respectively, to settle asbestos claims and pay related legal and defense costs. These payments and any such future payments will reduce the cash flow available to Crown Cork for its business operations and debt payments.

Laws and regulations relating to environmental protection and health and safety may increase the Company’s costs of operating and reduce its profitability. The Company’s operations are subject to numerous U.S. federal and state and non-U.S. laws and regulations governing the protection of the environment, including those relating to operating permits, treatment, storage and disposal of waste, the use of chemicals in the Company’s products and manufacturing process, discharges into water, emissions into the atmosphere, remediation of soil and groundwater contamination and protection of employee health and safety. Future regulations may impose stricter environmental or employee safety requirements affecting the Company’s operations or may impose additional requirements regarding consumer health and safety, such as potential restrictions on the use of bisphenol-A, a starting material used to produce internal and external coatings for some food, beverage, and aerosol containers and metal closures. The EU and Canada have banned the use of bisphenol-A in baby bottles, and the U.S. Environmental Protection Agency ("EPA") has considered adding bisphenol-A, which it has described as a potential reproductive, developmental, and systemic toxicant, to the chemical concern list and using its Design for the Environment program to encourage reductions in bisphenol-A manufacturing and use. Certain other nations, including Denmark, Belgium, the Netherlands, CanadaCanada, and France, have implemented or considered implementing legislation restricting the use of bisphenol-A, including imposing product labeling requirements or restrictions on the importation and placement in the market of packaging and utensils containing bisphenol-A, and the European Food Safety Authority has recommended that the tolerable daily intake of bisphenol-A be lowered. Domestic and international, federal, state, municipal or other regulatory authorities could further restrict or prohibit the use of bisphenol-A in the future. In addition, public reports, litigationlitigation, and other allegations regarding the potential health hazards of bisphenol-A could contribute to a perceived safety risk about the Company’s products and adversely impact sales or otherwise disrupt the Company’s business. While the Company is exploring various alternatives to the use of bisphenol-A and conversion to alternatives is underway in some applications, there can be no assurance the Company will be completely successful in its efforts or that the alternatives will not be more costly to the Company.

The Company may incur significant costs and experience operational disruptions as a result of increases in the frequency, severity or duration of severe weather events caused by climate change (including thunderstorms, hurricanes, blizzards, wildfires, flooding, typhoonstyphoons, and tornados), and may incur additional costs to prepare for, respond to and mitigate the effects of climate change. Furthermore, in the event that severe weather events, temperature shifts, or coastline changes resulting from climate change adversely impact crop yields for fruits and vegetables, our customers’ demand for our products may be reduced due to customers’ inability to make products that require packaging in the first instance. The Company is not able to accurately predict the materiality of any potential losses or costs associated with the effects of climate change. The impact of climate change may also vary by geographic location and other circumstances, including weather patterns and any impact to natural resources such as water.

Public health and government officials have become increasingly concerned about the health consequences associated with over-consumption of certain types of beverages, such as sugar-sweetened beverages and including those sold by certain of the Company'sCompany’s significant customers. Possible new federal, statestate, or local taxes, increases to current taxes or other governmental regulations specifically targeted to decrease the consumption of these beverages may significantly reduce demand for the beverages of the Company'sCompany’s customers, which could in turn affect demand of the Company'sCompany’s customers for the Company'sCompany’s products. For example, taxes on certain sugar-sweetened beverages and/or energy drinks have been enacted in France, the U.K., Poland, Portugal, Hungary, IndiaIndia, and Saudi Arabia. Some state and local governments are also considering similar taxes, and several U.S. cities, including in California, PennsylvaniaPennsylvania, and Colorado, have enacted taxes on certain sugar-sweetened beverages. The imposition of such taxes may decrease the demand for certain soft drinks and beverages that the Company'sCompany’s customers produce, which may cause the Company'sCompany’s customers to respond by decreasing their purchases from the Company. Consumer tax legislation and future attempts to tax sugar-sweetened or energy drinks by other jurisdictions could reduce the demand for the Company'sCompany’s products and materially adversely affect the Company'sCompany’s business and financial results.

To manage the Company’s anticipated future growth effectively, the Company must continue to enhance its manufacturing capabilities and operations, information technology infrastructure, and financial and accounting systems and controls. Organizational growth and scale-up of operations could strain its existing managerial, operational, financial, and other resources. The Company'sCompany’s growth requires significant capital expenditures and may divert financial resources from other projects, such as the development of new products or enhancements of existing products or reduction of the Company'sCompany’s outstanding indebtedness. If the Company'sCompany’s management is unable to effectively manage the Company'sCompany’s growth, its expenses may increase more than expected, its revenue could grow more slowly than expected and it may not be able to achieve its research and development and production goals, any of which could have a material effect on its business, operating results or financial condition.

The Company'sCompany’s business increasingly relies on the successful and uninterrupted functioning of its information technology systems to process, transmit, and store electronic information. A significant portion of the communication between the Company'sCompany’s personnel around the world, customers, and suppliers depends on information technology. As with all large systems, the Company'sCompany’s information technology systems may be susceptible to damage, disruptionsdisruptions, or shutdowns due to failures during the process of upgrading or replacing software, databases or components thereof, power outages, hardware failures, telecommunication failures, user errorserrors, or catastrophic events. In addition, cybersecurity related risks including security breaches and cyber-attacks such as computer viruses, denial-of-service attacks, malicious code (including ransomware), social-engineering attacks (including phishing attacks), or other information security breaches could result in unauthorized disclosure or misappropriation of the Company’s confidential information. These threats also may be further enhanced in frequency or effectiveness through threat actors’ use of new technologies like artificial intelligence.intelligence, machine learning, and quantum computing.

The concentration of processes in shared services centers means that any disruption could impact a large portion of the Company'sCompany’s business within the operating zones served by the affected service center. If the Company does not allocate, and effectively manage, the resources necessary to build, sustain and protect the proper technology infrastructure, the Company could be subject to transaction errors, processing inefficiencies, loss of customers, business disruptions, the loss of or damage to intellectual or physical property through security breach, and reputational harm, as well as potential litigation, civil liability and fines under various laws and regulatory regimes of jurisdictions in which the Company does business. While the Company has security measures in place designed to protect the integrity of customer information and prevent data loss, misappropriation, and other security breaches, the Company'sCompany’s information technology systems could nevertheless be penetrated by outside parties intent on extracting information, corrupting information or disrupting business processes (including for purposes of ransom demands or other forms of blackmail), particularly if the Company'sCompany’s information security training and compliance programs prove to be inadequate. In addition, if the Company'sCompany’s information technology systems suffer severe damage, disruptiondisruption, or shutdown and the Company'sCompany’s business continuity plans do not effectively resolve the issues in a timely manner, the Company may lose customers and suppliers and revenue and profits as a result of its inability to timely manufacture, distribute, invoice and collect payments from its customers, and could experience delays in reporting its financial results, including with respect to the Company'sCompany’s operations in emerging markets. Furthermore, if the Company is unable to prevent security breaches, it may suffer financial and reputational damage because of lost or misappropriated confidential information belonging to the Company or to its customers or suppliers, and it may suffer indirect economic loss if its existing insurance policies and coverage related to information security risks prove to be insufficient. Failure or disruption of the Company'sCompany’s information technology systems, or the back-up systems, for any reason could disrupt the Company'sCompany’s operations and negatively impact the Company'sCompany’s cash flows or financial condition.

Effective internal controls are necessary to provide reliable financial reports and to assist in the effective prevention of fraud. Any inability to provide reliable financial reports or prevent fraud could harm the Company'sCompany’s business. The Company must annually evaluate its internal procedures to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which requires management and auditors to assess the effectiveness of internal controls. If the Company fails to remedy or maintain the adequacy of its internal controls, as such standards are modified, supplemented or amended from time to time, the Company could be subject to regulatory scrutiny, civil or criminal penaltiespenalties, or shareholder litigation.

(in millions, except per share, average settlement cost per asbestos claim, employee, shareholdershareholder, and statistical data) INTRODUCTION The following discussion summarizes the significant factors affecting the results of operations and financial condition of Crown Holdings, Inc. (the "Company") as of and during the three-yeartwo-year period ended December 31, 2024.2025. This discussion should be read in conjunction with the consolidated financial statements included in this Annual Report. For a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023, please read "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Global industry demand for beverage cans has been growing in recent years in North America, Brazil, Europe, and Southeast Asia.Europe. Growth has been driven by new product introductions, customer and consumer focus on the sustainability benefits of aluminum, and population and GDP growth in many markets. To meet such demand, the Company made long-term investments of approximatelyat least $2,000 for new manufacturing facilities and additional production lines in existing facilities since 2019. Based on current market conditions, the Company expects to have the ability to meet expected demand growth with its current installed capital base and expects capitalCapital spending to besupport approximatelyour $450growth objectives is estimated at $550 in 2025.2026 and includes capacity expansion and facility upgrades in Brazil, Greece, and Spain.

The Company'sCompany’s strategy is anchored by strong cash flow generation and a healthy balance sheet with a long-term net leverage target of 2.5x adjusted EBITDA (a non-GAAP measure). The Company believes it has the flexibility and resources to fund growth, repay debt and return excess cash flow to shareholders in the future.shareholders. On July 25, 2024, the Company'sCompany’s Board of Directors authorized the repurchase of an aggregate amount of $2,000 of the Company'sCompany’s common stock through the end of 2027. As of December 31, 2025, the Company had approximately $1,300 remaining that may yet be purchased under the program.

The Company continues to actively elevate its commitment to sustainability, which is a core valuefocus of the Company. In 2020, the Company introduced Twentyby30, a robust program that outlines twenty measurable, science based, environmental, social and governance goals to be completed by 2030. InThe 2024,Company was honored as one of Forbes’ Net Zero Leaders for 2025, a recognition that reflects the Company garnered recognition for their commitment toand integratehard sustainability into all aspectswork of the global organization, includingdriving meaningful and consistent progress toward the topCompany’s spotsustainability within the Sustainalytics "Container and Packaging" industry category.goals.

To date the war between Russia and Ukraine and the conflicts in the Middle EastEast, and southeast Asia have not had a direct material impact on the Company'sCompany’s business, financial condition, or results of operations.

The Company continues to actively manage the challenges of supply chain disruptions, foreign exchange, interest rate fluctuations, and inflationary pressures, including increasing costs for raw materials, energyenergy, and transportation. Additionally, tariffs, retaliatory trade measuresmeasures, and further trade restrictions could result in higher raw material costs. The Company generally attempts to mitigate aluminum and steel price risk by matching its purchase obligations with its sales agreements. Additionally, the Company attempts to mitigate inflationary pressures on energy and raw material costs with contractual pass-through provisions that include annual selling price adjustments based on price indices. The Company also uses commodity forward contracts to manage its exposure to raw material costs. The ability to mitigate inflationary risks through these measures varies by region and the impact on the results of the Company’s segments is discussed, as applicable, under the heading "Results of Operations" below.

The foreign currency translation impacts referred to in the discussion below were primarily due to changes in the Mexican peso in the Company'sCompany’s Americas Beverage segment, the euro in the Company'sCompany’s European Beverage segment and the Chinese yuansegment, and the Thai baht in the Company'sCompany’s Asia Pacific segment. The Company'sCompany’s Transit Packaging segment is a global business and the foreign currency translation impacts referred to in the discussion below are primarily related to the euro, the Indian rupee, the JapaneseSwedish yen,krona, and the Mexican pesopeso. The Company calculates the impact of foreign currency translation by dividing current year U.S. dollar results by the current year average foreign exchange rates and then multiplying those amounts by the Brazilianapplicable real.prior year average exchange rates.

Net sales decreasedincreased primarily due to $196$507 from the pass-through of lowerhigher aluminum, steelsteel, and other commodity costs, unfavorablehigher volumes in European Beverage and Other, and favorable foreign currency translation of $23,$84, andpartially offset by lower volumes in Transit Packaging, Asia Pacific and OtherTransit segments, partially offset by 7% higher beverage can volumes in both Americas and European Beverage.Packaging.

The Americas Beverage segment manufactures aluminum beverage cans and ends, steel crowns, glass bottlesbottles, and aluminum closures and supplies a variety of customers from its operations in the U.S., Brazil, Canada, ColombiaColombia, and Mexico.

The U.S. and Canadian beverage can markets have experienced growth in recent years due to the introduction of new beverage products in cans versus other packaging formats. In Brazil and Mexico, the Company'sCompany’s volumes have increased in recent years primarily due to market growth driven by increased per capita incomes and consumption, combined with an increased preference for cans over other forms of beverage packaging. In May 2025, the Company announced it will add a new high-speed production line to its beverage can plant in Ponta Grossa, Brazil. The line is expected to commence commercial production in late 2026.

The Company'sCompany’s European Beverage segment manufactures aluminum beverage cans and ends and supplies a variety of customers from its operations throughout Europe, the Middle East and North Africa. In recent years, the European beverage can market has been growing due to consumer focus on sustainability benefits of aluminum and a market shift to cans versus other packaging formats. To meet volume requirements, in 2023 the Company addedannounced plans to add additional line capacity in Agoncillo,Korinthos, Spain, a new greenfield facility in Peterborough, U.K.Greece and acquiredAgoncillo, Helvetia Packaging AG, a beverage can and end manufacturing facility in Saarlouis, Germany.Spain.

Net sales increased primarily due to 7%10% higher beverage can volumes.volumes, favorable foreign currency translation of $63 and $38 from the pass-through of higher aluminum costs.

The Company'sCompany’s Asia Pacific segment consists of beverage can operations in Cambodia, China, Indonesia, Malaysia, Myanmar, Thailand and Vietnam and non-beverage can operations, primarily food cans and specialty packaging. HistoricallyHistorically, growth in the beverage can market in Southeast Asia has been driven by increased per capita incomes and consumption, combined with an increased preference for cans over other forms of beverage packaging. ToIn meetrecent volumeyears, requirementsthe inAsia SoutheastPacific Asia,beverage can market has experienced some softness as the region struggles with the effects of higher inflation and interest rates. In 2024, the Company addedannounced additionalthe lineclosure capacityof its beverage can facility in PhnomSihanoukville, Penh, Cambodia (2022).Cambodia.

InThe June 2022, the Company'sCompany’s Yangon, Myanmar beverage can plant was temporarily idled in 2022 and has operated at limited capacity since 2023 due to currency restrictions, which resulted in the inability to source U.S. dollars required to procure U.S. dollar raw materials. TheIn the third quarter of 2025, the Company beganrecorded productionan onasset aimpairment limited basis in 2023 and had net salescharge of $6$30 for the year-ended December 31, 2024. Property, plant and equipment in Myanmar as of December 31, 2024 was $49, including $24 of land and buildings and $25 of machinery and equipment. The Company will continuedue to monitor the economic conditions and the impact to itsthe Company’s business in Myanmar,Myanmar. includingIn anyFebruary alternative2026, usesthe forCompany itssold machinerythe andMyanmar equipment.beverage can plant. The sale is not expected to have a material impact on the Company’s results of operations or cash flows.

Net sales and segment income decreased primarily due to 7%10% lower beverage can volumes,volumes. $8The decrease in net sales was partially offset by $36 from the pass-through of lowerhigher aluminum costs and $6 from the impact of unfavorable foreign currency translation.costs.

The Company'sCompany’s Transit Packaging segment includes the Company’s worldwide automation and equipment technologies, protective packaging solutionssolutions, and steel and plastic consumables. Automation and equipment technologies include manual, semi-automaticsemi-automatic, and automatic equipment and tools, which are primarily used in end-of-line operations to apply and remove consumables such as strap and film. Protective solutions include standard and purpose designed products, such as airbags, edge protectors, and honeycomb products, among others that help prevent movement of, and/or damage to, a wide range of industrial and consumer goods during transport. Steel and plastic consumables include steel strap, plastic strap, industrial filmfilm, and other related products that are used across a wide range of industries.

Segment income decreased primarily related to lower volumes across most product lines and margin compression due to unfavorable product mix, driven by lower sellingequipment prices,volumes, partially offset by improved cost performance.performance of $21.

Other includes the Company'sCompany’s North America tinplate businesses: food can, aerosol cancan, and closures businesses in North America,closures, and beverage tooling and equipment operations in the U.S. and U.K.. The Company added a third two-piece food can line to its Owatonna, Minnesota plant in 2022 and a pet food can line to its Dubuque, Iowa plant in 2024.U.K.

Net sales decreasedincreased primarily due to lower5% volumeshigher inNorth the equipment, aerosol can and MexicoAmerica food can businessvolumes and $46$63 from the pass-through of lowerhigher steeltinplate costs.

Corporate and unallocated costs increasedwere fromrelatively 2023flat primarilyas duelower toinsurance costs were offset by higher incentiveemployee compensation,compensation costs, including stock-basedstock compensation.

Interest expense increaseddecreased from $284$452 in 20222024 to $436$398 in 20232025 and interest income increaseddecreased from $15$82 in 20222024 to $53$55 in 20232025 primarily due to higherlower borrowings, cash balances, and interest rates.

The following discussion presents management's analysis of the results of operations for the three and six months ended MarchJune 31,30, 2026 compared to 2025 and changes in financial condition and liquidity from December 31, 2025. This discussion should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, along with the consolidated financial statements and related notes included in and referred to within this report.

Global industry demand for beverage cans has been growing in recent years in North America, Brazil and Europe. Growth has been driven by new product introductions, customer and consumer focus on the sustainability benefits of aluminum and population and GDP growth in many markets. To meet such demand, the Company has made long-term investments of at least $2,000 for new manufacturing facilities and additional production lines in existing facilities since 2019. Capital spending to support our growth objectives is estimated at $550 in 2026.2026 which supports the Company's growth objectives.

The Company's strategy is anchored by strong cash flow generation and a healthy balance sheet with a long-term net leverage target of 2.5x adjusted EBITDA (a non-GAAP measure). The Company believes it has the flexibility and resources to fund growth, repay debt and return excess cash flow to shareholders. 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. As of MarchJune 31,30, 2026, the Company had approximately $1,100$800 remaining that may yet be purchased under the program.

To datedate, the war between Russia and Ukraine and the conflicts in the Middle East, including the war in Iran, have not had a direct material impact on the Company's business, financial condition, or results of operations.

The foreign currency translation impacts referred to in the discussion below were primarily due to changes in the Mexican peso in the Company's Americas Beverage segment, the euro and the British pound in the Company's European Beverage segment, and the Thai baht in the Company's Asia Pacific segment. The Company's Transit Packaging segment is a global business and the foreign currency translation impacts referred to in the discussion below are primarily related to the euro, the Indian rupee, the Mexican peso, the Swedish krona, and the MexicanBrazilian peso.real.

Net sales increased primarily due to $234 from the pass-through of higher material costs,costs of $395 and $629, 5% higher beverage volumes,can volumes in both periods, and favorable foreign currency translation of $74.$32 and $106, respectively .

The Americas Beverage segment manufactures aluminum beverage cans and ends, steel crowns, glass bottles, and aluminum closures and supplies a variety of customers from its operations in the U.S., Brazil, Canada, Colombia,Colombia and Mexico.

The U.S. and Canadian beverage can markets have experienced growth in recent years due to the introduction of new beverage products in cans versus other packaging formats. In Brazil and Mexico, the Company's volumes have increased in recent years primarily due to market growth driven by increased per capita incomes and consumption, combined with an increased preference for cans over other forms of beverage packing.packaging. In May 2025, the Company announced it will add a new high-speed production line to its beverage can plant in Ponta Grossa, Brazil. The line is expected to commence commercial production in late 2026.

For the three and six months ended June 30, 2026 compared to 2025, Net sales increased primarily due to $184$298 and $482 from the pass-through of higher aluminum costs.

The Company's European Beverage segment manufactures aluminum beverage cans and ends and supplies a variety of customers from its operations throughout Europe, the Middle East and North Africa. In recent years, the European beverage can market has been growing due to consumer focus on sustainability benefits of aluminum and a market shift to cans versus other packaging formats. To meet volume requirements, the Company plans to add additional line capacity in Korinthos, Greece in the second half of 2026 and Agoncillo, Spain in lateearly 2026.2027. In April 2026, the Company announced plans to construct a new two-line, high-speed beverage can plant in Northern India. This plant is expected to commence operations in the second half of 2027.

SegmentFor incomethe three and six months ended June 30, 2026 compared to 2025, Net sales increased primarily due to higher volumes of 6% and 7%, the pass-through of higher aluminum costs of $36 and $47, and favorable foreign currency translation of $5.$16 and $52.

The Company's Asia Pacific segment consists of beverage can operations in Cambodia, China, Indonesia, Malaysia, Thailand and Vietnam and non-beverage can operations, primarily food cans and specialty packaging. Historically, growth in the beverage can market in Southeast Asia has been driven by increased per capita incomes and consumption, combined with an increased preference for cans over other forms of beverage packaging. InAfter recentseveral years,years of softness in the Asia Pacific beverage can market has experienced some softness as the region struggles withfrom the effects of higher inflation and interest rates.rates, the market has started to show renewed growth in Vietnam and China while the rest of the market remains soft.

For the three and six months ended June 30, 2026 compared to 2025, Net sales increased primarily due to 17%29% and 23% higher beverage can volumes and favorable foreign currency translation of $7.$4 and $11.

Segment income increased primarily due to higher volumes.volumes, partially offset by higher costs not recovered, primarily utility and transportation costs.

For the three and six months ended June 30, 2026 compared to 2025, Net sales increased primarily due to favorable foreign currency translation of $21,$4 partiallyand offset$25. byThe lowerthree months ended June 30, 2026 also included $12 from the pass-through of higher material costs.

Segment income decreased primarily due to margin compression due to lower selling prices, primarily in plastic strapvolume and protective solutions, partially offset by improvedinflationary cost performancepressures of $6.$2 and $11.

For the three and six months ended June 30, 2026 compared to 2025, Net sales increased primarily due to $37$31 and $68 from the pass-through of higher tinplate costs and $12 and $29 higher sales in the Company's beverage can equipment operations.

Segment income increased primarily due to increased profitability in the Company's North America tinplate businesses due to commercial and operational improvements with 3% volume growth in North American food cans and higher sales in the Company's beverage can equipment operations.

Corporate and unallocated expenses were relatively flat for the three and six months ended MarchJune 31,30, 2026 compared to 2025.

The increasedecrease in the effective tax rate for the three months ended MarchJune 31,30, 2026 compared to 2025, was primarily due to the geographic distribution of the Company's worldwide earnings. The increase in the effective tax rate for the six months ended June 30, 2026 was primarily due to an income tax benefit of $22$22, recordedrecognized in the first quarter of 2025 after an internal reorganizationreorganization, which resulted in the release of deferred tax liabilities related to the foreign currency impact of certain intercompany debt instruments that were designated as hedges of the Company's net investment in a euro-based subsidiary.

For the three and six months ended MarchJune 31,30, 2026 compared to 2025, net income attributable to noncontrolling interests decreased from $34$35 to $31 and $69 and $62 primarily due to lower earnings in the Company's beverage can operations in Brazil.

Cash used forfrom operating activities increased from an inflow of $14$463 for the threesix months ended MarchJune 31,30, 2025 to an outflow of $54$659 for the threesix months ended MarchJune 31,30, 2026, primarily due to higher income from operations and changes in working capital.

Days sales outstanding for trade receivables, excluding the impact of unbilled receivables, decreased from 3133 days as of MarchJune 31,30, 2025 to 3028 days as of MarchJune 31,30, 2026.

Inventory turnover days decreased from 57 days at MarchJune 31,30, 2025 to 5554 days at MarchJune 31,30, 2026.

Days outstanding for trade payables decreasedincreased from 8792 days at MarchJune 31,30, 2025 to 8696 days at MarchJune 31,30, 2026.

Cash used for investing activities increased from an inflow of $1$44 for the threesix months ended MarchJune 31,30, 2025 to an outflow of $97$194 for the threesix months ended MarchJune 31,30, 2026, primarily due to increasedhigher capital expenditures and $45 settlement of cross-currency swaps that matured in February 2026.

Cash used for financing activities decreasedincreased from $153$427 for the threesix months ended MarchJune 31,30, 2025 to $29$562 for the threesix months ended MarchJune 31,30, 2026, primarily due to increased$517 borrowingsof undercommon thestock Company'srepurchased revolvingin credit2026 facilities,and partially offset by $96$90 of payments for assets financed in 2025.2025, Thepartially Companyoffset expectsby cashreductions receiptsof frompayments financedand assetsproceeds aton the endCompany's oflong 2026.and short-term debt.

As of MarchJune 31,30, 2026, $518$564 of the Company's $584$656 of cash and cash equivalents was located outside the U.S. The Company is not currently aware of any legal restrictions under foreign law that materially impact its access to cash held outside the U.S. The Company funds its cash needs in the U.S. through a combination of cash flows from operations, dividends from certain foreign subsidiaries, borrowings under its revolving credit facility and the acceleration of cash receipts under its receivable securitization and factoring facilities. Of the cash and cash equivalents located outside the U.S., $254$238 was held by subsidiaries for which earnings are considered indefinitely reinvested.

The Company's revolving credit agreements provide capacity of $1,650 and as of MarchJune 31,30, 2026, the Company had available capacity of $1,380.$1,525. The Company could have borrowed this amount at MarchJune 31,30, 2026 and still have been in compliance with its leverage ratio covenants.

The Company'sCompany’s revolving credit facilities and term loan facilities also contain a total leverage ratio covenant. The leverage ratio is calculated as total net debt divided by Consolidated EBITDA (as defined in the credit agreement). Total net debt is defined in the credit agreement as total debt less cash and cash equivalents. Consolidated EBITDA is calculated as the sum of, among other things, net income attributable to Crown Holdings, net income attributable to certain of the Company's subsidiaries, income taxes, interest expense, depreciation and amortization, and certain non-cash charges. The Company'sCompany’s total net leverage ratio of 2.572.42 to 1.0 at MarchJune 31,30, 2026 was in compliance with the covenant requiring a ratio no greater than 4.5 to 1.0. The ratio is calculated at the end of each quarter using debt and cash balances as of the end of the quarter and Consolidated EBITDA for the most recent twelve months. Failure to meet the financial covenant could result in the acceleration of any outstanding amounts due under the revolving credit facilities and term loan facilities.

In order to reduce leverage and future interest payments, the Company may from time to time repurchase outstanding notes and debentures with cash or seek to refinance its existing credit facilities and other indebtedness. The Company will evaluate any such transactions in light of any required premiums and then existing market conditions and may or maydetermine not to pursue such transactions.

As of MarchJune 31,30, 2026, the Company had approximately $261$190 of capital commitments primarily related to Americas Beverage and European Beverage. The Company expects to fund these commitments primarily through cash flows from operations.

(1) Includes payables of $7,250$7,574 and $6,954 due to non-guarantor subsidiaries as of MarchJune 31,30, 2026 and December 31, 2025

(1) Includes $118$255 of sales to non-guarantor subsidiaries (2) Includes $12$25 of gross profit related to sales to non-guarantor subsidiaries (3) Includes $1 of incomeexpense related to intercompany interest and technology royalties with non-guarantor subsidiaries

(1) Includes receivables of $48$66 and $39 due from non-guarantor subsidiaries as of MarchJune 31,30, 2026 and December 31, 2025 (2) Includes receivables of $245$252 and $111 due from non-guarantor subsidiaries as of MarchJune 31,30, 2026 and December 31, 2025 (3) Includes payables of $23$25 and $25 due to non-guarantor subsidiaries as of MarchJune 31,30, 2026 and December 31, 2025 (4) Includes payables of $981$1,084 and $951 due to non-guarantor subsidiaries as of MarchJune 31,30, 2026 and December 31, 2025

A discussion of important factors that could cause the actual results of operations or financial condition of the Company to differ from expectations has been set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 within Part II, Item 7:7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" under the caption "Forward Looking Statements" and is incorporated herein by reference. Some of the factors are also discussed elsewhere in this Form 10-Q (including under Item 1A of Part II below) and in prior Company filings with the SEC. In addition, other factors have been or may be discussed from time to time in the Company's SEC filings.