CCK

• Reported diluted EPS was $2.23 in Q2 2026 versus $1.56 in Q2 2025; adjusted diluted EPS rose 16% to $2.49 from $2.15.
• Global beverage can volumes increased 5% in the quarter, with double-digit growth in Asia and gains of 7% in Europe and 5% in North America.
• The company repurchased $305 million of shares in Q2 2026 and more than $500 million in the first half of 2026.
• Full-year 2026 adjusted diluted EPS guidance was raised to $8.30-$8.50, with adjusted free cash flow of at least $900 million expected.
• Net leverage ratio was 2.5x adjusted EBITDA at the end of Q2 2026.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Reported diluted EPS was $1.56, down from $1.65 in the prior year quarter; adjusted diluted EPS rose 11% to $1.86.
• Global beverage shipments increased 5% in the quarter.
• The company reaffirmed full-year 2026 guidance for adjusted diluted EPS of $7.90 to $8.30 and expects Q2 2026 adjusted EPS of $2.10 to $2.20.
• Crown announced plans to build a new two-line beverage can plant in Northern India, expected to start operations in the second half of 2027.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Dr. John M. Rost, age 56, currently President of the Asia Pacific Division, will become Executive Vice President and Chief Operating Officer - Asia Pacific and Transit Packaging effective April 1, 2026.
• Rost joined Crown Holdings in 1997 and previously served as Senior Vice President - Technology, Sustainability and Regulatory Affairs, where he established a global regulatory team and helped launch the Twentyby30 sustainability program.
• No arrangements or understandings with other persons led to Rost's selection, and he has no familial relationships or reportable transactions under Item 404(a) of Regulation S-K.
• The appointment was announced in a press release dated March 26, 2026, filed as Exhibit 99.1 to the Form 8-K.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• On March 17, 2026, Crown Holdings and subsidiaries entered a Second Amended and Restated Credit Agreement, replacing the 2017 Prior Credit Agreement.
• Borrowers include Crown Americas, Signode Industrial Group US, Crown European Holdings, and Crown Metal Packaging Canada, with parent guarantors including Crown Holdings.
• Proceeds were used to pay transaction costs, refinance prior indebtedness, and for general corporate purposes.
• The agreement includes a maximum leverage ratio covenant, mandatory prepayment provisions, and interest rates tied to SOFR plus 1.25% at closing.

1.01 Entry into a Material Definitive Agreement · 9.01 Financial Statements and Exhibits

• Michael P. Doss was elected to Crown Holdings' Board of Directors, effective March 3, 2026, expanding the Board to ten members.
• He has been a Director of Regal Rexnord Corporation since 2023.
• Doss is expected to be appointed to the Board's Audit Committee.
• He will receive the same compensation as other non-employee directors, as described in the company's proxy statements.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• Full year 2025 net sales were $12,365 million, up from $11,801 million in 2024.
• Full year 2025 adjusted diluted EPS was $7.79, a 22% increase from $6.41 in 2024.
• 2026 outlook: adjusted diluted EPS between $7.90 and $8.30, adjusted free cash flow of approximately $900 million.
• Record adjusted free cash flow of $1,146 million in 2025; net leverage ratio reduced to 2.5x.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Crown Cork & Seal Company, Inc., a wholly-owned subsidiary of Crown Holdings, issued a notice of redemption for all outstanding 7-3/8% Debentures due 2026.
• Redemption date is December 21, 2025, with the redemption price being the greater of 100% of principal or present value of remaining payments discounted at Treasury Rate plus 15 basis points, plus accrued interest.
• The last trading day on the NYSE is expected to be December 19, 2025.
• The redemption is reported under Item 8.01 as an other event, not tied to earnings or M&A.

8.01 Other Events

• Crown Cork & Seal Company, Inc., a wholly-owned subsidiary of Crown Holdings, Inc., conducted a cash tender offer for any and all of its 7 3/8% Debentures due 2026.
• The Tender Offer Consideration was set at $1,036.53 per $1,000 principal amount, based on a Reference Yield of 3.693% plus a fixed spread of 15 basis points.
• Settlement for accepted debentures is expected on November 21, 2025, including accrued and unpaid interest to the settlement date.
• Mizuho Securities USA LLC and PNC Capital Markets LLC served as Dealer Managers, with Global Bondholder Services Corp. as Tender and Information Agent.

8.01 Other Events · 9.01 Financial Statements and Exhibits