Material Agreement, Financial Obligation (Form 8-K)

The information provided in Item 2.03 below is hereby incorporated herein by reference.

SECTION 2 - FINANCIAL OPERATION

On September 22, 2025, Crown Holdings, Inc. (the "Company") entered into a Purchase Agreement (the "Purchase Agreement") pursuant to which Crown European Holdings S.A. (the "Issuer"), a subsidiary of the Company, agreed to issue and sell to several initial purchasers, for whom BNP PARIBAS is acting as representative, €500,000,000 in aggregate principal amount of senior unsecured notes due 2031 (the "Notes").

The Notes will mature on September 30, 2031 and will accrue interest at a rate of 3.750% per year. Interest on the Notes will be payable semi-annually on March 30 and September 30 of each year, beginning on March 30, 2026. The Issuer may redeem some or all of the Notes, at its option, at any time prior to June 30, 2031 by paying 100% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, and a make-whole premium.

The Issuer may redeem some or all of the Notes, at its option, at any time on or after June 30, 2031 by paying 100% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

If the Issuer or the Company experiences a change of control repurchase event, the Issuer may be required to offer to purchase the Notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.

The Notes are senior obligations of the Issuer. The Notes will be unconditionally guaranteed on a senior basis by the Company and, subject to applicable law and exceptions, certain of the Company's current and future subsidiaries organized under the laws of the United States, Canada, England and Wales, France, Germany, Luxembourg, Mexico, the Netherlands and Switzerland.

The Notes will be sold in a private placement and resold by the initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S.persons outside the United States pursuant to Regulation S of the Securities Act. The Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement attached hereto as Exhibit 10.1, which is hereby incorporated by reference herein.

SECTION 8 - OTHER EVENTS

The Issuer has issued a conditional notice of redemption to redeem all of the Issuer's outstanding 2.875% Senior Notes due 2026 (the "2026 Notes") with an aggregate principal amount outstanding of €500 million. The 2026 Notes will be redeemed on October 22, 2025 (the "Redemption Date") at the redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, from and including the most recent Interest Payment Date, August 1, 2025, to, but not including, the Redemption Date. The redemption of the 2026 Notes is conditioned upon the issuance of the Notes pursuant to the Purchase Agreement, prior to the Redemption Date.