What changed in this filing

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Item 1. Financial Statements

2025-10-29 compared with 2025-07-31 · 141 added, 106 removed, 663 unchanged (27% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions, except per share data) 2025 2024 2025 2024

29 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2025 2024 2025 2024

3 unchanged sentences

Changes in pension and postretirement plan assets and benefit obligation, net of tax 2.7 3.0 8.1 9.0

Other comprehensive income (loss), net of tax 44.4 ( 0.3 ) 65.4 ( 9.7 )

Other comprehensive (loss) income, net of tax ( 5.5 ) 28.3 59.9 18.6

Comprehensive income before allocation to noncontrolling interests 85.9 105.6 344.8 232.3

4 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions) June 30,

(in millions) September 30,

2025 December 31,

1 unchanged sentence

Cash and cash equivalents $ 388.2 $ 306.7

Accounts receivable, net of allowance for doubtful accounts of $ 8.3 as of June 30, 2025 and $ 8.7 as of December 31, 2024

Accounts receivable, net of allowance for doubtful accounts of $ 8.1 as of September 30, 2025 and $ 8.7 as of December 31, 2024

Inventories, net:

19 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except per share and share data) June 30,

(in millions, except per share and share data) September 30,

2025 December 31,

1 unchanged sentence

Current liabilities:

Current maturities of long-term debt $ 47.2 $ —

Accounts payable $ 149.5 $ 188.2

14 unchanged sentences

Retained earnings 1,463.0 1,217.8

Accumulated other comprehensive income (loss) 3.5 ( 61.9 )

Accumulated other comprehensive loss ( 2.0 ) ( 61.9 )

Total shareholders’ equity 1,966.2 1,638.7

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

September 30,

(in millions) 2025 2024

11 unchanged sentences

Other ( 2.9 ) ( 0.2 )

Total provided by (used for) operating activities from continuing operations 58.8 ( 19.6 )

Total provided by operating activities from continuing operations 189.0 55.8

Investing activities:

6 unchanged sentences

Net payments related to employee stock plans ( 5.9 ) ( 3.5 )

Debt refinancing costs ( 3.8 ) —

Proceeds from debt — 190.0

5 unchanged sentences

213.6 ( 2.7 )

Increase (decrease) in cash and cash equivalents from discontinued operations 213.6 ( 0.1 )

Increase in cash and cash equivalents from discontinued operations 213.6 5.3

Effect of exchange rates on cash and cash equivalents 19.2 1.9

2 unchanged sentences

Cash and cash equivalents of continuing operations at end of period $ 388.2 $ 258.2

(a) For the six months ended June 30, 2025, the cash provided by investing activities from discontinued operations was from the sale of the Engineered Materials segment.

(a) For the nine months ended September 30, 2025, the cash provided by investing activities from discontinued operations was from the sale of the Engineered Materials segment.

See Note 3, “Discontinued Operations” for additional information.

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

September 30,

(in millions) 2025 2024

41 unchanged sentences

BALANCE JUNE 30, 2025 57.5 $ 440.4 $ 1,384.9 $ 3.5 $ 1,886.3 $ 2.3 $ 1,888.6

Net income — — 91.4 — 91.4 — 91.4

Cash dividends ($ 0.23 per share)

— — ( 13.3 ) — ( 13.3 ) — ( 13.3 )

Exercise of stock options 0.1 2.9 — — 3.0 — 3.0

Stock-based compensation expense — 4.3 — — 4.3 — 4.3

Changes in pension and postretirement plan assets and benefit obligation, net of tax — — — 2.7 2.7 — 2.7

Currency translation adjustment — — — ( 8.2 ) ( 8.2 ) — ( 8.2 )

BALANCE SEPTEMBER 30, 2025 57.6 $ 447.6 $ 1,463.0 $ ( 2.0 ) $ 1,966.2 $ 2.3 $ 1,968.5

(in millions, except share data) Common

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BALANCE JUNE 30, 2024 57.2 $ 410.0 $ 1,073.7 $ ( 67.6 ) $ 1,473.3 $ 2.4 $ 1,475.7

Net income — — 77.3 — 77.3 — 77.3

Cash dividends ($ 0.205 per share)

— — ( 11.7 ) — ( 11.7 ) — ( 11.7 )

Exercise of stock options — 1.8 — — 1.8 — 1.8

Impact from settlement of share-based awards — ( 0.2 ) — — ( 0.2 ) — ( 0.2 )

Stock-based compensation expense — 5.7 — — 5.7 — 5.7

Changes in pension and postretirement plan assets and benefit obligation, net of tax — — — 3.0 3.0 — 3.0

Currency translation adjustment — — — 25.2 25.2 0.1 25.3

BALANCE SEPTEMBER 30, 2024 57.2 $ 417.3 $ 1,139.3 $ ( 39.4 ) $ 1,574.4 $ 2.5 $ 1,576.9

See Notes to Condensed Consolidated Financial Statements.

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The impact from the settlement of this liability was reflected on the Condensed Consolidated Statement of Changes in Equity as a $ 5.7 million and $ 6.1 million capital contribution as of March 31, 2025 and 2024, respectively.

As of June 30, 2025 and December 31, 2024, the liability balance was $ 2.8 million and $ 7.4 million, respectively, and included in “Other liabilities” on our Condensed Consolidated Balance Sheets.

Recent Accounting Pronouncements - Not Yet Adopted as of June 30, 2025

As of September 30, 2025 and December 31, 2024, the liability balance was $ 4.1 million and $ 7.4 million, respectively, and included in “Other liabilities” on our Condensed Consolidated Balance Sheets.

Recent Accounting Pronouncements - Not Yet Adopted as of September 30, 2025

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No.

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We are currently evaluating this guidance to determine the impact on our disclosures.

The Company considered the applicability and impact of all other Accounting Standards Updates issued by the Financial Accounting Standards Board (FASB) and determined them to be either not applicable or are not expected to have a material impact on the Company's Condensed Consolidated Statement of Operations, Balance Sheets and Cash Flows.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

The amendments in this update improve the operability of the guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods.

This update is effective for annual periods beginning after December 15, 2027, including interim periods within those fiscal years, though early adoption is permitted.

We are currently evaluating this guidance to determine the impact on our financial statements.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 2 - Acquisitions

4 unchanged sentences

The transaction is expected to close at the end of 2025 or early 2026, contingent upon regulatory approvals and the satisfaction of customary closing conditions.

We intend to finance the acquisition with a combination of cash on hand and additional debt.

We intend to finance the acquisition with a combination of cash on hand and additional debt (see Note 13).

PSI is expected to have 2025 sales of approximately $ 390 million.

8 unchanged sentences

The following represents financial results from Engineered Materials included in discontinued operations:

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2025 2024 2025 2024

53 unchanged sentences

Financial information by reportable segment is set forth below.

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2025 2024 2025 2024

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Income from continuing operations before income taxes $ 120.4 $ 94.0 $ 323.8 $ 252.6

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2025 2024 2025 2024

5 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Six Months Ended

Nine Months Ended

September 30,

(in millions) 2025 2024

3 unchanged sentences

TOTAL CAPITAL EXPENDITURES $ 43.7 $ 22.8

(in millions) June 30, 2025 December 31, 2024

(in millions) September 30, 2025 December 31, 2024

Aerospace & Electronics $ 941.6 $ 896.2

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TOTAL ASSETS $ 2,549.0 $ 2,641.9

(in millions) June 30, 2025 December 31, 2024

(in millions) September 30, 2025 December 31, 2024

Aerospace & Electronics $ 248.6 $ 248.5

5 unchanged sentences

The following table presents net sales disaggregated by product line for each segment:

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2025 2024 2025 2024

13 unchanged sentences

The transaction price allocated to remaining performance obligations represents the transaction price of firm orders which have not yet been fulfilled, which we also refer to as total backlog.

As of June 30, 2025, total backlog was $ 1,455.9 million.

As of September 30, 2025, total backlog was $ 1,437.1 million.

We expect to recognize approximately 37 % of our remaining performance obligations as revenue in 2025, an additional 50 % in 2026 and the balance thereafter.

8 unchanged sentences

Net contract assets and contract liabilities consisted of the following:

(in millions) June 30, 2025 December 31, 2024

(in millions) September 30, 2025 December 31, 2024

Contract assets $ 74.4 $ 65.7

Contract liabilities $ 40.9 $ 36.3

We recognized revenue of $ 9.3 million and $ 25.6 million during the three and six months ended June 30, 2025, related to contract liabilities as of December 31, 2024.

We recognized revenue of $ 4.4 million and $ 30.0 million during the three and nine months ended September 30, 2025, respectively, related to contract liabilities as of December 31, 2024.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

4 unchanged sentences

Diluted earnings per share gives effect to all potentially dilutive common shares outstanding during the period.

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions, except per share data) 2025 2024 2025 2024

13 unchanged sentences

Earnings per diluted share $ 1.56 $ 1.33 $ 4.87 $ 3.67

Stock options, restricted share units, deferred stock units and performance-based restricted share units that were excluded from the calculation of diluted earnings per share because their effect is anti-dilutive was 0.2 million for both the three and six months periods ended June 30, 2025 and 2024.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 7 - Changes in Accumulated Other Comprehensive Income (Loss)

Note 7 - Changes in Accumulated Other Comprehensive Loss

The table below provides the accumulated balances for each classification of accumulated other comprehensive income (loss), as reflected on our Condensed Consolidated Balance Sheets.

4 unchanged sentences

Net period other comprehensive income 8.1 51.8 59.9

Balance as of June 30, 2025 $ ( 238.9 ) $ 242.4 $ 3.5

(a) Net of tax benefit of $ 92.3 million and $ 94.2 million as of June 30, 2025 and December 31, 2024, respectively.

The table below illustrates the amounts reclassified out of each component of accumulated other comprehensive income (loss) for the three and six months ended June 30, 2025 and 2024.

Balance as of September 30, 2025 $ ( 236.2 ) $ 234.2 $ ( 2.0 )

(a) Net of tax benefit of $ 91.4 million and $ 94.2 million as of September 30, 2025 and December 31, 2024, respectively.

The table below illustrates the amounts reclassified out of each component of accumulated other comprehensive loss for the three and nine months ended September 30, 2025 and 2024.

Amortization of pension and postretirement components has been recorded within “Miscellaneous income, net” on our Condensed Consolidated Statements of Operations.

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in millions) 2025 2024 2025 2024

9 unchanged sentences

Note 8 - Defined Benefit and Postretirement Benefits

For all plans, the components of net periodic benefit for the three months ended June 30, 2025, and 2024 are as follows:

For all plans, the components of net periodic benefit for the three months ended September 30, 2025 and 2024 are as follows:

Pension Postretirement

7 unchanged sentences

$ 2.1 $ 1.0 $ ( 0.1 ) $ ( 0.1 )

(a) Includes $ 0.1 million of pension net periodic loss related to discontinued operations for the three months ended June 30, 2024.

For all plans, the components of net periodic benefit for the six months ended June 30, 2025, and 2024 are as follows:

(a) Includes $ 0.1 million of pension net periodic loss related to discontinued operations for the three months ended September 30, 2024.

For all plans, the components of net periodic benefit for the nine months ended September 30, 2025 and 2024 are as follows:

Pension Postretirement

7 unchanged sentences

$ 6.3 $ 3.0 $ ( 0.2 ) $ ( 0.2 )

(a) Includes $ 0.3 million of pension net periodic loss related to discontinued operations for the six months ended June 30, 2024.

(a) Includes $ 0.4 million of pension net periodic loss related to discontinued operations for the nine months ended September 30, 2024.

The components of net periodic benefit, other than the service cost component, are included in “Miscellaneous income, net” in our Condensed Consolidated Statements of Operations.

3 unchanged sentences

Expected contributions in 2025 $ 16.8 $ 0.4

Amounts contributed during the six months ended June 30, 2025

Amounts contributed during the nine months ended September 30, 2025

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

3 unchanged sentences

Our effective tax rates are as follows:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Effective Tax Rate 24.1 % 22.6 % 22.8 % 21.7 %

Our effective tax rate for the three months ending June 30, 2025 is higher than the prior year’s comparable period primarily due to higher statutorily non-deductible costs and lower benefit related to share-based compensation, partially offset by lower non-U.S.

Our effective tax rate for six months ending June 30, 2025 is higher than the prior year’s comparable period primarily due to higher statutorily non-deductible costs, partially offset by greater benefit related to share-based compensation.

Our effective tax rate for the three months and six months ended June 30, 2025 is higher than the statutory U.S.

federal tax rate of 21%, are primarily due to earnings in jurisdictions with statutory tax rates higher than the United States, expenses that are statutorily non-deductible for income tax purposes and the impact of U.S.

Our effective tax rate for the three months and nine months ended September 30, 2025 is higher than the prior year’s comparable period, primarily due to higher statutorily non-deductible costs, partially offset by greater benefit related to share-based compensation and lower non-U.S.

Our effective tax rate for the three months and nine months ended September 30, 2025 is higher than the statutory U.S.

federal tax rate of 21%, primarily due to earnings in jurisdictions with statutory tax rates higher than the United States, expenses that are statutorily non-deductible for income tax purposes and the impact of U.S.

state taxes, partially offset by excess share-based compensation benefits, tax credit utilization, and the statutory U.S.

2 unchanged sentences

Unrecognized Tax Benefits

During the three months and six months ended June 30, 2025, our gross unrecognized tax benefits, excluding interest and penalties, increased by $ 0.3 million, and $ 0.8 million, respectively, primarily due to increases in tax positions taken in the current and prior period, partially offset by reductions from the expiration of statutes of limitations.

During the three months and six months ended June 30, 2025, the total amount of unrecognized tax benefits that, if recognized, would cause our effective tax rate to increase by $ 0.2 million and $ 0.9 million, respectively.

During the three months ended September 30, 2025, our gross unrecognized tax benefits, excluding interest and penalties, increased by $ 0.5 million, primarily due to increases in tax positions taken in the current period, partially offset by decreases in tax positions taken during a prior period.

During the nine months ended September 30, 2025, our gross unrecognized tax benefits, excluding interest and penalties, increased by $ 1.4 million, primarily due to increases in tax positions taken in the current and prior periods, partially offset by reductions from the expiration of statutes of limitations.

During the three months and nine months ended September 30, 2025, the total amount of unrecognized tax benefits that, if recognized, would cause our effective tax rate to increase by $ 0.7 million and $ 1.5 million, respectively.

The difference between these amounts relates to (1) offsetting tax effects from other tax jurisdictions, and (2) interest expense, net of deferred taxes.

During the three months and six months ended June 30, 2025, we recognized $( 0.1 ) million and $ 0.1 million, respectively, of interest (income)/expense related to unrecognized tax benefits in our Condensed Consolidated Statement of Operations.

As of June 30, 2025 and December 31, 2024, the total amount of accrued interest and penalty expenses related to unrecognized tax benefits recorded in our Condensed Consolidated Balance Sheets was $ 2.9 million and $ 2.7 million, respectively.

During the three months and nine months ended September 30, 2025, we recognized $ 0.2 million and $ 0.3 million, respectively, of interest (income)/expense related to unrecognized tax benefits in our Condensed Consolidated Statement of Operations.

As of September 30, 2025 and December 31, 2024, the total amount of accrued interest and penalty expenses related to unrecognized tax benefits recorded in our Condensed Consolidated Balance Sheets was $ 3.0 million and $ 2.7 million, respectively.

During the next twelve months, it is reasonably possible that our unrecognized tax benefits may decrease by $ 0.4 million due to expiration of statutes of limitations and settlements with tax authorities.

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A reporting unit is an operating segment unless discrete financial information is prepared and reviewed by segment management for businesses one level below that operating segment (a “component”), in which case the component would be the reporting unit.

As of June 30, 2025, we had three reporting units.

As of September 30, 2025, we had three reporting units.

Intangibles with indefinite useful lives, consisting of trade names, are tested annually for impairment, or when events or changes in circumstances indicate the potential for impairment.

8 unchanged sentences

Currency translation 0.1 22.2 22.3

Balance as of June 30, 2025 $ 248.7 $ 436.2 $ 684.9

(a) For the period ended June 30, 2025, adjustments within the Process Flow Technologies segment of $ 0.2 million relate to the Technifab final working capital adjustment.

See Note 2 for further information.

As of June 30, 2025, we had $ 156.1 million of net intangible assets, of which $ 23.0 million were intangibles with indefinite useful lives.

Balance as of September 30, 2025 $ 248.6 $ 435.5 $ 684.1

(a) For the period ended September 30, 2025, adjustments within the Process Flow Technologies segment of $ 0.2 million relate to the Technifab final working capital adjustment.

See Note 2, “Acquisitions,” in the Notes to the Condensed Consolidated Financial Statements for further information.

As of September 30, 2025, we had $ 152.7 million of net intangible assets, of which $ 23.0 million were intangibles with indefinite useful lives.

As of December 31, 2024, we had $ 159.9 million of net intangible assets, of which $ 21.4 million were intangibles with indefinite useful lives.

Changes to intangible assets are as follows:

(in millions) Six Months Ended June 30,2025 Year Ended December 31, 2024

(in millions) Nine Months Ended September 30,2025 Year Ended December 31, 2024

Balance at beginning of period, net of accumulated amortization $ 159.9 $ 87.1

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A summary of intangible assets are as follows:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

( dollars in millions )

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Accrued liabilities consist of:

(in millions) June 30,

(in millions) September 30,

2025 December 31,

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Generally, third party specialists assist in the estimation of remediation costs.

The environmental remediation liability as of June 30, 2025 is substantially related to the former manufacturing site in Goodyear, Arizona (the “Goodyear Site”) discussed below.

On August 12, 2022, Crane Holdings, Co., Crane Company, a then wholly-owned subsidiary of Crane Holdings, Co., and Redco Corporation (f/k/a Crane Co., (“Redco”)) a then wholly-owned subsidiary of Crane Company that held liabilities including asbestos liabilities and related insurance assets, entered into a Stock Purchase Agreement (the “Redco Purchase Agreement”) with Spruce Lake Liability Management Holdco LLC (“Redco Buyer”), an unrelated third party long-term liability management company specializing in the acquisition and management of legacy corporate liabilities, whereby Crane Company transferred to Redco Buyer all of the issued and outstanding shares of Redco (the “Redco Sale”).

The environmental remediation liability as of September 30, 2025 is substantially related to the former manufacturing site in Goodyear, Arizona (the “Goodyear Site”) discussed below.

On August 12, 2022, Crane Holdings, Co., Crane Company, a then wholly-owned subsidiary of Crane Holdings, Co., and Redco Corporation (f/k/a Crane Co.

(“Redco”)) a then wholly-owned subsidiary of Crane Company that held liabilities including asbestos liabilities and related insurance assets, entered into a Stock Purchase Agreement (the “Redco Purchase Agreement”) with Spruce Lake Liability Management Holdco LLC (“Redco Buyer”), an unrelated third party long-term liability management company specializing in the acquisition and management of legacy corporate liabilities, whereby Crane Company transferred to Redco Buyer all of the issued and outstanding shares of Redco (the “Redco Sale”).

Pursuant to the terms of the Redco Purchase Agreement, Crane Company and Redco Buyer will each indemnify the other for breaches of representations and warranties, breaches of covenants and obligations and certain liabilities, subject to the terms of the Redco Purchase Agreement.

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This report will be submitted to the EPA for approval and in combination with regulatory discussions and consultations, and is expected to provide clarity on future remedial requirements at the site and associated costs.

The total estimated gross liability was $ 14.4 million and $ 16.4 million as of June 30, 2025 and December 31, 2024, respectively, and as described below, a portion is reimbursable by the U.S.

The current portion of the total estimated liability was $ 7.8 million as of June 30, 2025 and December 31, 2024, respectively, and represents our best estimate, in consultation with our technical advisors, of total remediation costs expected to be paid during the next twelve-month period.

The total estimated gross liability was $ 13.7 million and $ 16.4 million as of September 30, 2025 and December 31, 2024, respectively, and as described below, a portion is reimbursable by the U.S.

The current portion of the total estimated liability was $ 7.8 million as of September 30, 2025 and December 31, 2024, respectively, and represents our best estimate, in consultation with our technical advisors, of total remediation costs expected to be paid during the next twelve-month period.

It is not possible at this point to reasonably estimate the amount of any obligation in excess of our current accruals through the 2027 forecast period because of the aforementioned uncertainties, in particular, the continued significant changes in the Goodyear Site conditions and additional expectations of remediation activities experienced in recent years.

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Government reimburses us for 21 % of qualifying costs of investigation and remediation activities at the Goodyear Site.

As of June 30, 2025 and December 31, 2024, we recorded a receivable of $ 2.6 million and $ 3.0 million, respectively, for the expected reimbursements from the U.S.

As of September 30, 2025 and December 31, 2024, we recorded a receivable of $ 2.2 million and $ 3.0 million, respectively, for the expected reimbursements from the U.S.

Government in respect of the aggregate liability as at that date.

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In response to changes in remediation standards, in 2014 we began to conduct further site characterization and delineation studies at the site.

We have completed a comprehensive delineation of contaminants of concern in soil, groundwater, surface water, sediment, and indoor air in certain buildings, as well as required soil and groundwater remediation at the site all in accordance with the New Jersey Department of Environmental Protection guidelines and directives.

We submitted our remediation completion reports in Mach of 2024 and April of 2021 to the New Jersey Department of Environmental Protection and are awaiting feedback and acceptance.

We anticipate that only periodic monitoring will be required at the site for the near to medium term.

We completed our remediation action reports and subsequently submitted our permit applications for soil and groundwater in April 2021 and March 2024, respectively.

Our permit application for soil was accepted by the NJDEP in May 2025, and we expect feedback on our groundwater permit application within two years.

We anticipate that only periodic inspections and monitoring will be required at the site for the near to medium term.

Marion, IL Site

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We, as indemnitor, have also agreed to pay a modest percentage of future RI-FS costs and the United States’ claimed past response costs relative to the first-phase areas, a sum that has proven to be and that we expect to continue to be, in the aggregate, an immaterial amount.

We understand that GD-OTS has also reached agreements with the U.S.

Government and other participating PRPs related to the first-phase areas of concern.

We understand that

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

GD-OTS has also reached agreements with the U.S.

Government and other participating PRPs related to the first-phase areas of concern.

Ensuing negotiations between GD-OTS, the U.S.

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The entire settlement amount, except for our modest deductible obligation, was within our coverage limits and the insurance carriers have fully funded the settlements as of June 30, 2025.

There is no material loss related to this matter as it was covered by insurance.

There was no material loss related to this matter as it was covered by insurance.

Marion, NC Site Hurricane Damage and Recovery

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We are working with our insurance carrier to ascertain the amount of insurance recoveries due to us as a result of the damage and loss we incurred, as such the timing of insurance proceeds will lag behind actual losses incurred.

For the three and six months ended June 30, 2025, we incurred expenses of $ 0.2 million and $ 5.8 million, respectively, primarily related to damages caused by the hurricane, which included professional fees to restore and maintain the site.

As of June 30, 2025, we have an insurance receivable of $ 3.6 million, which is net of the $ 0.5 million deductible.

For the three months ended September 30, 2025 and 2024, we incurred expenses of $ 0.5 million and $ 3.7 million, respectively, and for the nine months ended September 30, 2025 and 2024, we incurred expenses of $ 6.3 million and $ 3.7 million, respectively, primarily related to damages caused by the hurricane, which included professional fees to restore and maintain the site.

These costs are included in Engineering, selling and administrative expenses in the Condensed Consolidated Statements of Operations.

On a cumulative basis, we incurred expenses of $ 29.6 million related to damages caused by the hurricane and received corresponding insurance recoveries of $ 29.1 million.

During the second quarter, we also received insurance proceeds for lost profits of $ 4.0 million, included in Miscellaneous income, net in the Condensed Consolidated Statements of Operations.

During the three and nine months ended September 30, 2025, we also received insurance proceeds for lost profits of $ 2.7 million and $ 6.7 million, respectively, included in Miscellaneous income, net in the Condensed Consolidated Statements of Operations.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the components of Loss from natural disaster, net of insurance recoveries and business interruption proceeds:

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2025 2024 2025 2024

Site clean-up and remediation costs $ 0.3 $ — $ 5.0 $ —

Repairs of property, plant and equipment 0.1 0.8

Impairment and Repairs of property, plant and equipment 0.1 2.9 0.9 2.9

Impairment and rework of inventory — 0.8 0.1 0.8

Other 0.1 — 0.3 —

Total expenses and losses $ 0.5 $ 3.7 $ 6.3 $ 3.7

3 unchanged sentences

Insurance proceeds for lost profits $ 2.7 $ — $ 6.7 $ —

June 30, 2025

September 30, 2025

Insurance recoveries receivable, net of deductible as of December 31, 2024 $ 2.8

Changes in receivables 0.8

Insurance recoveries receivable, net of deductible as of June 30,2025 (a)

Expenses incurred during the period ended September 30, 2025 6.3

Insurance proceeds for property damage ( 9.1 )

Insurance recoveries receivable, net of deductible as of September 30, 2025 (a)

(a) Included in Other current assets in the Condensed Consolidated Balance Sheets.

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If there is a reasonable possibility that a loss or additional loss may have been incurred for such matters, we disclose the estimate of the amount of loss or range of loss, disclose that the amount is immaterial, or disclose that an estimate of loss cannot be made, as applicable.

We believe that as of June 30, 2025, there was no reasonable possibility that a material loss, or any additional material losses, may have been incurred for such matters, and that adequate provision has been made in our financial statements for the potential impact of all such matters.

We believe that as of September 30, 2025, there was no reasonable possibility that a material loss, or any additional material losses, may have been incurred for such matters, and that adequate provision has been made in our financial statements for the potential impact of all such matters.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 13 - Financing

Our debt consisted of the following:

(in millions) June 30,

Our long-term debt consisted of the following:

(in millions) September 30,

2025 December 31,

2023 Term Facility (a)

Total current maturities of long-term debt $ 47.2 $ —

Term Facility (a)

Total long-term debt $ — $ 247.0

(a) Debt issuance costs totaled $ 0.3 million and $ 0.5 million as of June 30, 2025 and December 31, 2024, respectively, and have been netted against the aggregate principal amounts.

Credit Facilities – On March 17, 2023, the Company entered into a senior secured credit agreement (the “Credit Agreement”), which provided for (i) a $ 500 million, 5 -year revolving credit facility (the “Revolving Facility”) and (ii) a $ 300 million, 3 -year term loan facility (the “Term Facility”), funding under each of which became available in connection with the Separation.

On April 3, 2023, the Company borrowed the full amount of the Term Facility.

On October 3, 2023, the Company exercised a portion of the accordion feature under the Revolving Facility to increase the available borrowing capacity from $ 500 million, to $ 800 million.

The corresponding amendment established incremental revolving commitments in an aggregate amount of $ 300 million and refreshed the incremental capacity under the Credit Agreement.

The Company made principal prepayments of $ 200.0 million and $ 1.9 million on the Term Facility during the six months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025, there were no outstanding borrowings under the Revolving Facility.

(a) Debt issuance costs totaled $ 0.5 million as of December 31, 2024, and has been netted against the aggregate principal amount.

The Company made principal prepayments of $ 247.5 million and $ 1.9 million on the 2023 Term Facility during the nine months ended September 30, 2025 and 2024, respectively.

On September 30, 2025, Crane Company entered into a credit agreement (the “Credit Agreement”), by and among the Company, as borrower, CR Holdings, C.V., a subsidiary of the Company, as a subsidiary borrower, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

The Credit Agreement provides for a senior unsecured delayed draw term loan facility in an aggregate principal amount of $ 900 million (the “Term Facility”), which matures on September 30, 2030, and a senior unsecured revolving facility in an aggregate committed amount of $ 900 million (the “Revolving Facility”), which also matures on September 30, 2030.

The Term Facility will be used to fund (together with cash on hand) the consummation of the Company’s previously announced acquisition of PSI.

Debt refinancing fees associated with the Revolving Facility were $ 3.8 million, and are included in other assets on the condensed consolidated balance sheets.

In connection with the entry into the Credit Agreement, the Company’s existing credit agreement, dated as of March 17, 2023, was terminated.

The Revolving Facility allows us to borrow, repay and re-borrow funds from time to time prior to the maturity of the Revolving Facility without any penalty or premium, subject to customary borrowing conditions for facilities of this type and the reimbursement of breakage costs.

Borrowings under the Term Facility are prepayable without premium or penalty, subject to customary reimbursement of breakage costs.

Interest on loans advanced under the Credit Agreement accrues, at our option, at a rate per annum equal to (1) adjusted term SOFR plus a credit spread adjustment of 0.10 % for the applicable interest period plus a margin ranging from 1.50 % to 2.25 % or (2) a base rate plus a margin ranging from 0.50 % to 1.25 %, in each case, with such margin determined based on the lower of the ratings of our senior, unsecured long-term debt (the “Ratings”) and our total net leverage ratio.

We are required to pay a fee on undrawn commitments under the Revolving Facility at a rate per annum that ranges from 0.20 % to 0.35 %, based on the lower of the Ratings and our total net leverage ratio.

The Credit Agreement contains customary affirmative and negative covenants for credit facilities of this type, including limitations on our and our subsidiaries with respect to indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of all or substantially all assets, transactions with affiliates, hedging arrangements and amendments to our organizational documents or to certain subordinated debt agreements.

As of the last day of each fiscal quarter, our total net leverage ratio cannot exceed 3.50 to 1.00 (provided that, at our election, such maximum ratio may be increased to 4.00 to 1.00 for specified periods following our consummation of certain material acquisitions) and our minimum interest coverage ratio must be at least 3.00 to 1.00.

The Credit Agreement also includes customary events of default, including failure to pay principal, interest or fees when due, failure to comply with covenants, any representation or warranty made by us or any of our material subsidiaries being false in any material respect, default under certain other material indebtedness, certain insolvency or receivership events affecting us and our material subsidiaries, certain ERISA events, material judgments and a change in control, in each case, subject to cure periods and thresholds where customary.

The Company was in compliance with all such covenants as of June 30, 2025.

Borrowings made in U.S.

dollars shall bear interest based, at the Company’s option, (i) on an alternate base rate plus a margin, or (ii) on a term SOFR rate plus a margin.

Borrowings made in Euros shall bear interest based on an adjusted EURIBOR rate plus a margin.

Borrowings made in Canadian Dollars shall bear interest based on an adjusted CORRA rate plus a margin as described below.

The margin for each of the foregoing rates (other than the alternate base rate) ranges from 1.50 % to 2.25 % based on the Company’s consolidated total net leverage ratio (the “Pricing Ratio”).

The margin for alternate base rate borrowings ranges from 0.50 % to 1.25 % depending on the Pricing Ratio.

A commitment fee on the daily unused portion of the commitments under the Revolving Facility will accrue at a rate per annum ranging from 0.20 % to 0.35 % depending on the Pricing Ratio.

A ticking fee on the daily unused portion of the commitments under the Term Facility will accrue at a rate per annum ranging from 0.20 % to 0.35 % depending on the Pricing Ratio during the period from and including the date that is 90 days after September 30, 2025 until the earlier of (i) the date on which the delayed draw term loans under the Term Facility are funded (the “Term Facility Funding Date” and such loans, the “Term Loans”) and (ii) the termination of all commitments under the Term Facility.

The Company will be required to repay borrowings under the Term Facility on the last day of each fiscal quarter, commencing with the last day of the fifth full fiscal quarter ending after the Term Facility Funding Date (such day, the “Amortization Commencement Date”), in an amount equal to (i) with respect to the last day of each of the first through fourth full fiscal quarters ending on or after the Amortization Commencement Date, 0.625 % of the aggregate principal amount of the Term Loans made on the Term Facility Funding Date and (ii) thereafter, 1.25 % of the aggregate principal amount of the Term Loans made on the Term Facility Funding Date.

The Revolving Facility is not subject to interim amortization.

The Credit Agreement contains representations and warranties and affirmative and negative covenants customary for credit facilities of this type, including limitations on the Company and its subsidiaries with respect to indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of all or substantially all assets and transactions with affiliates.

The Credit Agreement also requires the Company to maintain, as of the last day of each fiscal quarter, (i) a consolidated total net leverage ratio of no greater than 3.75 to 1.00, although such level may, at the Company’s option, be increased by 0.25 upon the consummation of certain permitted acquisitions for certain periods and (ii) a consolidated interest coverage ratio of no greater than 3.00 to 1.00.

The Company was in compliance with all such covenants as of September 30, 2025.

Note 14 - Fair Value Measurements

3 unchanged sentences

The standards describe three levels of inputs that may be used to measure fair value:

Quoted prices in active markets for identical or similar assets and liabilities.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Quoted prices in active markets for identical or similar assets and liabilities.

Quoted prices for identical or similar assets and liabilities in markets that are not active or observable inputs other than quoted prices in active markets for identical or similar assets and liabilities.

6 unchanged sentences

We do not hold or issue derivative financial instruments for trading or speculative purposes.

Foreign exchange contracts not designated as hedging instruments had a notional value of $ 21.3 million and $ 18.3 million as of June 30, 2025 and December 31, 2024, respectively.

Foreign exchange contracts not designated as hedging instruments had a notional value of $ 21.2 million and $ 18.3 million as of September 30, 2025 and December 31, 2024, respectively.

Our derivative assets and liabilities include foreign exchange contract derivatives that are measured at fair value using internal models based on observable market inputs such as forward rates and interest rates.

Based on these inputs, the derivatives are classified within Level 2 of the valuation hierarchy.

Such derivative receivable amounts are recorded within “Other current assets” on our Condensed Consolidated Balance Sheets and was $ 2.1 million as of June 30, 2025.

Such derivative receivable amounts are recorded within “Other current assets” on our Condensed Consolidated Balance Sheets and were $ 1.8 million as of September 30, 2025.

The Company had no such derivative receivable as of December 31, 2024.

Such derivative liability amounts are recorded within “Accrued liabilities” on our Condensed Consolidated Balance Sheets and was $ 1.1 million as of December 31, 2024.

The Company had no such derivative payable as of June 30, 2025.

Such derivative liability amounts are recorded within “Accrued liabilities” on our Condensed Consolidated Balance Sheets and were $ 1.1 million as of December 31, 2024.

The Company had no such derivative payable as of September 30, 2025.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements