What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-26 compared with 2025-02-27 · 258 added, 343 removed, 1353 unchanged (31% of the section changed)

56 unchanged sentences

• We tested the mathematical accuracy of management’s calculation of revenue recognized.

• We developed an independent estimate of the future costs and margin at completion, for certain of the over-time service contracts, based on similar contracts and compared our estimates to the estimates of management.

• We evaluated management’s ability to estimate future costs and margins at completion accurately by comparing actual costs and margins at completion for similar contracts that were previously completed to management’s historical estimates for such contracts.

9 unchanged sentences

Cost of sales 1,332.2 1,263.4 1,111.1

Selling, general and administrative 512.0 500.6 493.5

Loss on divestiture of asbestos-related assets and liabilities — — 162.4

Engineering, selling and administrative 548.6 512.0 500.6

Operating profit 424.2 355.8 250.4

2 unchanged sentences

Interest expense ( 11.3 ) ( 27.2 ) ( 22.7 )

Gain on sale of business — — 232.5

Miscellaneous income, net 8.7 4.4 0.3

Total other (expense) income, net ( 17.3 ) ( 17.3 ) 231.2

Total other income (expense), net 8.6 ( 17.3 ) ( 17.3 )

Income from continuing operations before income taxes 432.8 338.5 233.1

22 unchanged sentences

Changes in pension and postretirement plan assets and benefit obligation, net of tax 30.5 26.5 10.0

Other comprehensive (loss) income, net of tax ( 4.1 ) 30.7 ( 63.3 )

Other comprehensive income (loss), net of tax 81.9 ( 4.1 ) 30.7

Comprehensive income before allocation to noncontrolling interests 448.5 290.6 286.6

7 unchanged sentences

Cash and cash equivalents $ 506.5 $ 306.7

Restricted cash 1,223.3 —

Accounts receivable, net 358.7 339.1

8 unchanged sentences

Other assets 166.3 144.7

Long-term assets held for sale — 198.9

Total assets $ 3,853.4 $ 2,641.9

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Other liabilities 87.7 106.1

Long-term liabilities held for sale — 19.2

Commitments and contingencies (Note 13)

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Retained earnings 1,531.5 1,217.8

Accumulated other comprehensive loss ( 61.9 ) ( 58.0 )

Accumulated other comprehensive income (loss) 20.0 ( 61.9 )

Total shareholders’ equity 2,061.1 1,638.7

10 unchanged sentences

Net income from continuing operations attributable to common shareholders 331.7 268.2 175.9

Non-cash loss on divestiture of asbestos-related assets and liabilities — — 148.9

Gain on sale of business — — ( 232.5 )

Depreciation and amortization 50.2 51.0 35.4

Stock-based compensation expense 27.2 25.6 25.8

Defined benefit plans and postretirement cost (credit) 3.2 8.9 ( 0.6 )

Deferred income taxes (benefit) ( 11.6 ) ( 18.7 ) ( 18.1 )

Cash used for operating working capital ( 51.8 ) ( 51.3 ) ( 28.0 )

Defined benefit plans and postretirement cost 8.4 3.2 8.9

Deferred income tax benefit ( 2.1 ) ( 11.6 ) ( 18.7 )

Cash provided by (used for) operating working capital 8.9 ( 51.8 ) ( 51.3 )

Defined benefit plans and postretirement contributions ( 16.9 ) ( 17.0 ) ( 18.3 )

Environmental payments, net of reimbursements ( 2.9 ) ( 4.2 ) ( 3.9 )

Asbestos related payments, net of insurance recoveries — — ( 29.3 )

Divestiture of asbestos-related assets and liabilities — — ( 550.0 )

Other ( 9.7 ) ( 5.6 ) 8.3

Total provided by (used for) operating activities from continuing operations $ 257.8 $ 162.1 $ ( 498.8 )

Total provided by operating activities from continuing operations 394.8 257.8 162.1

Investing activities:

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Capital expenditures ( 53.5 ) ( 36.6 ) ( 39.0 )

Proceeds from sale of business — — 318.1

Proceeds from insurance recoveries for damaged property, plant and equipment 5.1 1.0 —

Other investing activities 0.5 6.1 0.7

Total (used for) provided by investing activities from continuing operations $ ( 230.0 ) $ ( 128.8 ) $ 288.4

Total used for investing activities from continuing operations ( 48.1 ) ( 230.0 ) ( 128.8 )

Financing activities:

Dividends paid ( 52.9 ) ( 46.9 ) ( 57.3 )

Reacquisition of shares on open market — — ( 203.7 )

Net (payments) proceeds related to employee stock plans ( 5.2 ) ( 0.9 ) 21.8

Debt issuance costs — ( 9.0 ) —

Debt refinancing costs ( 5.6 ) — ( 9.0 )

Proceeds from debt 1,150.0 190.0 300.0

3 unchanged sentences

— — ( 578.1 )

Total (used for) provided by financing activities from continuing and discontinued operations $ ( 49.7 ) $ ( 423.2 ) $ 106.0

Total provided by (used for) financing activities from continuing and discontinued operations 838.8 ( 49.7 ) ( 423.2 )

Discontinued Operations:

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Total used for investing activities 213.6 ( 3.2 ) ( 7.8 )

Increase in cash and cash equivalents from discontinued operations $ 11.8 $ 58.3 $ 322.8

See Notes to Consolidated Financial Statements

For the year ended December 31,

(in millions) 2024 2023 2022

Effect of exchange rates on cash and cash equivalents $ ( 11.3 ) $ 3.6 $ ( 39.4 )

(Decrease) increase in cash and cash equivalents ( 21.4 ) ( 328.0 ) 179.0

Cash and cash equivalents at beginning of period (a)

Increase in cash, cash equivalents and restricted cash from discontinued operations 213.6 11.8 58.3

Effect of exchange rate on cash, cash equivalents and restricted cash 24.0 ( 11.3 ) 3.6

Increase (decrease) in cash, cash equivalents and restricted cash 1,423.1 ( 21.4 ) ( 328.0 )

Cash, cash equivalents and restricted cash at beginning of period (a)

306.7 329.6 657.6

Cash and cash equivalents at end of period $ 308.2 $ 329.6 $ 657.6

Cash and cash equivalents of discontinued operations 1.5 — 230.6

Cash, cash equivalents and restricted cash at end of period 1,729.8 308.2 329.6

Cash, cash equivalents and restricted cash of discontinued operations — 1.5 —

Cash, cash equivalents and restricted cash of continuing operations at end of period 1,729.8 306.7 329.6

Restricted cash 1,223.3 — —

Cash and cash equivalents of continuing operations at end of period $ 506.5 $ 306.7 $ 329.6

(a) Includes cash and cash equivalents of discontinued operations.

Detail of cash used for operating working capital from continuing operations:

(a) 2024 and 2023 Includes cash and cash equivalents of discontinued operations.

For the year ended December 31,

(in millions) 2025 2024 2023

Detail of cash provided by (used for) operating working capital from continuing operations:

Accounts receivable $ ( 13.4 ) $ ( 32.1 ) $ ( 23.7 )

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Comprehensive

Loss Treasury

Income (Loss) Treasury

Shareholders’

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— — ( 57.3 ) — — ( 57.3 ) — ( 57.3 )

Reacquisition on open market of 1,959,069 shares

— — — — ( 203.7 ) ( 203.7 ) — ( 203.7 )

Exercise of stock options, net of shares reacquired of 324,465

— — — — 21.9 21.9 — 21.9

Exercise of stock options 0.2 8.8 — — 19.8 28.8 — 28.8

Stock-based compensation — 19.0 — — — 19.0 — 19.0

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Currency translation adjustment — — — 20.8 — 20.8 ( 0.1 ) 20.7

Capital effect of spin-off ( 15.7 ) — ( 832.4 ) — 848.1 — — —

Distribution of Crane NXT, Co.

(Note 1) — — ( 1,228.3 ) 414.5 — ( 813.8 ) — ( 813.8 )

BALANCE DECEMBER 31, 2023 56.9 $ 398.2 $ 960.7 $ ( 58.0 ) $ — $ 1,357.8 $ 2.5 $ 1,360.3

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Impact from settlement of share-based awards, net of shares acquired 0.2 ( 11.6 ) — — — ( 11.4 ) — ( 11.4 )

Impact from settlement of liability PRSUs (Note 8) — 6.1 — — — 6.1 — 6.1

Changes in pension and postretirement plan assets and benefit obligation, net of tax — — — 26.5 — 26.5 — 26.5

Currency translation adjustment — — — ( 30.4 ) — ( 30.4 ) ( 0.2 ) ( 30.6 )

Capital effect of spin-off ( 15.7 ) — ( 832.4 ) — 848.1 — — —

Distribution of Crane NXT, Co.

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Currency translation adjustment — — — 51.4 — 51.4 — 51.4

Distribution of Crane NXT, Co.

(Note 1) — — 9.3 — — 9.3 — 9.3

BALANCE DECEMBER 31, 2025 57.6 $ 452.0 $ 1,531.5 $ 20.0 $ — $ 2,061.1 $ 2.3 $ 2,063.4

6 unchanged sentences

The Company has two reporting segments:

Aerospace & Electronics and Process Flow Technologies.

Aerospace & Advanced Technologies and Process Flow Technologies.

See Note 4, “Segment Information” for the relative size of these segments in relation to the total company (both net sales and total assets).

Divestiture Engineered Materials

On November 26, 2024, we entered into an agreement to sell the Engineered Materials segment to KPS Capital Partners, L.P (“KPS”).

We determined that the Engineered Materials segment met the criteria of being reported as a discontinued operation as of December 31, 2024.

As a result, the related assets, liabilities and operating results of Engineered Materials are presented as discontinued operations and, as such, have been excluded from both continuing operations and segment results for all periods presented.

Effective on January 1, 2025, the Company completed the sale of the Engineered Materials segment for approximately $ 208.0 million, on a cash-free and debt-free basis.

During the second quarter of 2025, the Company received $ 7.8 million related to a final working capital adjustment.

In connection with the divestiture, the Company recognized a pre-tax gain of $ 43.5 million, recorded in income from discontinued operations.

As a result of the sale, the operating results of Engineered Materials are presented as discontinued operations and, as such, have been excluded from both continuing operations and segment results for all periods presented.

Additionally, the assets and liabilities of the Engineered Materials segment were classified as held for sale at December 31, 2024.

Throughout these notes, unless otherwise indicated, amounts and activity are presented on a continuing operations basis.

See Item 8 under Note 3, “Discontinued Operations,” in the Notes to Consolidated Financial Statements for additional details.

On May 16, 2021, the Company entered into an agreement to sell the Engineered Materials segment to Grupo Verzatec S.A.

(“Verzatec”).

On May 26, 2022, Verzatec terminated the sale agreement and paid $ 7.5 million to the Company in termination fees, which is presented within Miscellaneous income, net on the Consolidated Statements of Operations.

See Note 3, “Discontinued Operations,” in the Notes to Financial Statements for additional details.

On March 30, 2022, the Company announced that its Board of Directors unanimously approved a plan to pursue a separation into two independent, publicly-traded companies (the “Separation”).

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See Note 3 for additional information.

Divestiture of asbestos-related assets and liabilities

On August 12, 2022, Crane Holdings, Co., Crane Company, a wholly-owned subsidiary of Crane Holdings, Co., and Redco Corporation (“Redco”), then a 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 and 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”).

In connection with the Redco Sale, Crane Holdings, Co., on behalf of Crane Company, contributed approximately $ 550 million in cash to Redco, which was funded by a combination of short-term borrowings and cash on hand.

As a result of the Redco Sale, all asbestos obligations and liabilities, related insurance assets and associated deferred tax assets were removed from Crane Holdings, Co.’s consolidated balance sheets effective August 12, 2022.

A loss on the divestiture of asbestos-related assets and liabilities of $ 162.4 million was recognized in the Consolidated Statements of Operations for the year ended December 31, 2022.

Sale of Crane Supply

On April 8, 2022, the Company entered into an agreement to sell the Crane Supply business for CAD 380 million on a cash-free and debt-free basis.

The sale closed on May 31, 2022 for CAD 402 million and in August 2022, the Company received CAD 5 million related to a final working capital adjustment.

The Company recognized a total gain on sale of $ 232.5 million.

Significant Accounting Policies

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In determining the transaction price of a contract, we exercise judgment to determine the total transaction price when it includes estimates of variable consideration, such as rebates and milestone payments.

We generally estimate variable consideration using the expected value method and

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

consider all available information (historical, current, and forecasted) in estimating these amounts.

We generally estimate variable consideration using the expected value method and consider all available information (historical, current, and forecasted) in estimating these amounts.

Variable consideration is only included in the transaction price to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved.

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We exercise judgment to determine whether the products have an alternative use to us.

When an alternative use does not exist for these products and we are entitled to payment for performance completed to date which includes a reasonable profit margin, revenue is recognized over time.

When an alternative use does not exist for these products and we are entitled to payment for performance

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

completed to date which includes a reasonable profit margin, revenue is recognized over time.

When a contract with the U.S.

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Cost of goods sold includes the costs of inventory sold and the related purchase and distribution costs.

In addition to material, labor and direct overhead and inventoried cost, cost of goods sold include allocations of other expenses that are part of the production process, such as inbound freight charges, purchasing and receiving costs, inspection costs,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

warehousing costs, amortization of production related intangible assets and depreciation expense.

We also include costs directly associated with products sold, such as warranty provisions.

Selling, General and Administrative Expenses.

Selling, general and administrative expenses are recognized as incurred.

Engineering, Selling, and Administrative Expenses.

Engineering, s elling, and administrative expenses are recognized as incurred.

Such expenses include the costs of promoting and selling products and include such items as compensation, advertising, sales commissions and travel.

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Based on consideration of all available evidence regarding their utilization, we record net deferred tax assets to the extent that it is more likely than not that they will be realized.

Where, based on the weight of all available evidence, it is more likely than not that some amount of a deferred tax asset will not be realized, we establish a valuation allowance for the amount that, in management's judgment, is sufficient to reduce the deferred tax asset to an amount that is more likely than not to be realized.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

management's judgment, is sufficient to reduce the deferred tax asset to an amount that is more likely than not to be realized.

The evidence we consider in reaching such conclusions includes, but is not limited to, (1) future reversals of existing taxable temporary differences, (2) future taxable income exclusive of reversing taxable temporary differences, (3) taxable income in prior carryback year(s) if carryback is permitted under the tax law, (4) cumulative losses in recent years, (5) a history of tax losses or credit carryforwards expiring unused, (6) a carryback or carryforward period that is so brief it limits realization of tax benefits, and (7) a strong earnings history exclusive of the loss that created the carryforward and support showing that the loss is an aberration rather than a continuing condition.

3 unchanged sentences

We recognize interest and penalties related to unrecognized tax benefits within the income tax expense line of our Consolidated Statement of Operations, while accrued interest and penalties are included within the related tax liability line of our Consolidated Balance Sheets.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Earnings Per Share.

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As a result, the carrying amount of cash and cash equivalents approximates fair value.

Accounts Receivable, Net.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restricted Cash.

Restricted cash consists of funds held in an escrow account related to the acquisition of Druck, Panametrics, and Reuter-Stokes brands (see Note 16, “Subsequent Events” for further information).

We present cash and cash equivalents separately from restricted cash within our consolidated balance sheets.

However, we include restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown in the consolidated statements of cash flows.

A reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheet follows:

(in millions) For the year ended December 31, 2025 2024 2023

Cash and cash equivalents $ 506.5 $ 306.7 $ 329.6

Restricted Cash 1,223.3 — —

Total cash, cash equivalents and restricted cash $ 1,729.8 $ 306.7 $ 329.6

Accounts Re ceivable , Net.

Accounts receivable are carried at net realizable value.

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Finished goods $ 58.6 $ 64.2

Finished parts and subassemblies 50.7 49.9

Work in process 106.6 102.1

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Changes in the levels of LIFO inventories have increased cost of sales by $ 4.6 million, $ 4.0 million and $ 4.7 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The portion of inventories costed using the LIFO method was 52.6 % and 49.3 % of consolidated inventories as of December 31, 2024, and 2023,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

respectively.

The portion of inventories costed using the LIFO method was 53.6 % and 52.6 % of consolidated inventories as of December 31, 2025, and 2024, respectively.

If inventories that were valued using the LIFO method had been valued under the FIFO method, they would have been higher by $ 33.6 million and $ 29.0 million as of December 31, 2025 and 2024, respectively.

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Since judgment is involved in determining the recoverable amount of long-lived assets, there is risk that the carrying value of our long-lived assets may require adjustment in future periods.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Property, Plant and Equipment, net.

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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 December 31, 2024, we had four reporting units.

At December 31, 2024, Goodwill related to the Engineered Materials segment was classified as held for sale.

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

As of December 31, 2025, we had three reporting units.

When performing our annual impairment assessment, we compare the fair value of each of our reporting units to our respective carrying value.

Goodwill is considered to be potentially impaired when the net book value of the reporting unit exceeds its estimated fair value.

Fair values are established primarily by discounting estimated future cash flows at an estimated cost of capital which varies for each reporting unit and which, as of our most recent annual impairment assessment, ranged between 9.0 % and 9.5 % (a weighted average of 9.2 %), reflecting the respective inherent business risk of each of the reporting units tested.

Fair values are established primarily by discounting estimated future cash flows at an estimated cost of capital which varies for each reporting unit and which, as of our most recent annual impairment assessment, was 9.0 % reflecting the respective inherent business risk of each of the reporting units tested.

This methodology for valuing our reporting units (commonly referred to as the Income Method) has not changed since the adoption of the provisions under ASC 350.

3 unchanged sentences

There are inherent uncertainties related to these assumptions, including changes in market conditions, and management judgment is necessary in applying them to the analysis of goodwill impairment.

In addition to the foregoing, for each reporting unit, market multiples are used to corroborate

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

discounted cash flow results where fair value is estimated based on earnings multiples determined by available public information of comparable businesses.

In addition to the foregoing, for each reporting unit, market multiples are used to corroborate discounted cash flow results where fair value is estimated based on earnings multiples determined by available public information of comparable businesses.

While we believe we have made reasonable estimates and assumptions to calculate the fair value of our reporting units, it is possible a material change could occur.

1 unchanged sentence

No impairment charges have been required during the years ended December 31, 2025, 2024 or 2023.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Changes to goodwill are as follows:

(in millions) Aerospace & Electronics (a)

(in millions) Aerospace & Advanced Technologies (a)

Process Flow Technologies (b) (c)

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Balance as of December 31, 2025 $ 248.6 $ 435.3 $ 683.9

For the year ended December 31, 2024, adjustments within the Aerospace & Electronics segment of $ 46.2 million relate to the acquisition of Vian.

(a) For the year ended December 31, 2024, adjustments within the Aerospace & Advanced Technologies segment of $ 46.2 million relate to the acquisition of Vian.

See Note 2 for further information.

For the year ended December 31, 2024, adjustments within the Process Flow Technologies segment of $ 50.3 million relate to the acquisitions of Technifab and CryoWorks.

(b) For the year ended December 31, 2024, adjustments within the Process Flow Technologies segment of $ 50.3 million relate to the acquisitions of Technifab and CryoWorks.

See Note 2 for further information.

For the year ended December 31, 2023, adjustments within the Process Flow Technologies segment of $ 49.9 million relate to the acquisition of BAUM.

(c ) For the year ended December 31, 2025, adjustments within the Process Flow Technologies segment of $ 0.2 million relate to the acquisition of Technifab.

See Note 2 for further information.

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Balance at end of period, net of accumulated amortization $ 149.5 $ 159.9 $ 87.1

For the year ended December 31, 2024, additions of $ 92.4 million relate to the acquisitions of Vian, CryoWorks and Technifab.

(a) For the year ended December 31, 2024, additions of $ 92.4 million relate to the acquisitions of Vian, CryoWorks and Technifab.

See Note 2 for further information.

For the year ended December 31, 2023, additions of $ 21.1 million relate to the acquisition of BAUM.

(b) For the year ended December 31, 2023, additions of $ 21.1 million relate to the acquisition of BAUM.

See Note 2 for further information.

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Balance as of December 31, 2022 ( 271.9 ) ( 231.4 ) $ ( 503.3 )

Other comprehensive income (loss) before reclassifications 19.5 ( 93.1 ) ( 73.6 )

Amounts reclassified from accumulated other comprehensive loss 10.5 — 10.5

Net period other comprehensive income (loss) 30.0 ( 93.1 ) ( 63.1 )

Balance as of December 31, 2022 ( 271.9 ) ( 231.4 ) ( 503.3 )

Other comprehensive (loss) income before reclassifications ( 1.6 ) 20.8 19.2

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Balance as of December 31, 2024 ( 244.3 ) 182.4 ( 61.9 )

Net of tax benefit of $ 94.2 million, $ 103.0 million and $ 106.6 million for 2024, 2023, and 2022, respectively.

Other comprehensive income before reclassifications 19.7 51.4 71.1

Amounts reclassified from accumulated other comprehensive loss 10.8 — 10.8

Net period other comprehensive income 30.5 51.4 81.9

Balance as of December 31, 2025 $ ( 213.8 ) $ 233.8 $ 20.0

(a) Net of tax benefit of $ 83.3 million, $ 94.2 million and $ 103.0 million for 2025, 2024, and 2023, respectively.

The table below illustrates the amounts reclassified out of each component of accumulated other comprehensive loss for the years ended December 31, 2025, 2024 and 2023.

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Amortization of pension items:

Prior service costs (a)

$ 0.7 $ 0.7 $ ( 0.1 )

15.1 15.5 15.2

Prior service costs $ 0.7 $ 0.7 $ 0.7

Net loss 14.2 15.1 15.5

Amortization of postretirement items:

Prior service costs (c)

— ( 0.3 ) ( 1.1 )

Prior service costs (a)

( 0.4 ) ( 0.4 ) ( 0.3 )

2 unchanged sentences

Total reclassifications for the period $ 10.8 $ 12.0 $ 11.6

Includes credits from discontinued operations of $ 0.7 million in 2022.

Includes net activity from discontinued operations of $ 0.6 million in 2022.

Includes charges from discontinued operations of $ 0.3 million and $ 1.1 million in 2023 and 2022, respectively.

Includes net activity from discontinued operations of $ 0.1 million in 2023.

(a) Includes charges from discontinued operations of $ 0.3 million in 2023.

(b) Includes net activity from discontinued operations of $ 0.1 million in 2023.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Recent Accounting Pronouncements - Not Yet Adopted as of December 31, 2025

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

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”).

The amendments require that public business entities disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income by the applicable statutory income tax rate).

The amendments are effective for fiscal years beginning after December 15, 2024 and should be applied on a prospective basis.

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

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

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

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 the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.

Recent Accounting Pronouncements - Adopted

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

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

The amendments improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements.

The amendments were effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company adopted the standard for its annual reporting effective January 1, 2024.

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

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

The amendments are effective for fiscal years beginning after December 15, 2024 and may be applied prospectively or retrospectively.

We have prospectively adopted this guidance, which did not have an impact on our financial statements, although it did result in expanded income tax-related disclosures, which are included in Note 10 “Income Taxes” to our consolidated financial statements.

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 Consolidated Statement of Operations, Balance Sheets and Cash Flows.

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(“Technifab”) for $ 38.8 million on a cash-free and debt-free basis.

During the first quarter of 2025, the Company paid $ 0.2 million to the seller related to a final working capital adjustment

Technifab is a leading provider of vacuum insulated pipe systems and valves for cryogenic applications.

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Vian is a global designer and manufacturer of multi-stage lubrication pumps and lubrication system components technology for critical aerospace and defense applications with sole-sourced and proprietary content on commercial and military aircraft platforms.

Vian has been integrated into the Aerospace & Electronics segment.

Vian has been integrated into the Aerospace & Advanced Technologies segment.

The amount allocated to goodwill reflects the expected cost synergies.

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Total acquired intangible assets $ 53.4

The useful life of the customer relationship intangible asset related to Vian of 29 years is primarily driven by large customer relationships tied to sole sourced, long-duration aircraft platforms.

(a) The useful life of the customer relationship intangible asset related to Vian of 29 years is primarily driven by large customer relationships tied to sole sourced, long-duration aircraft platforms.

BAUM Acquisition

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Intangible assets are being amortized on a straight-line basis which approximates the economic pattern of benefits.

Supplemental Pro Forma Data

The results of operations of Technifab, CryoWorks and Vian have been included in our financial statements for the period subsequent to the completion of the respective acquisition dates.

Consolidated pro forma revenue and net income attributable to common shareholders related to these acquisitions have not been presented since their impact is not material to our financial results for the period.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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Executing on our strategy to focus our growth investments on our two remaining segments, on December 2, 2024, we entered into an agreement to sell our Engineered Materials.

On January 1, 2025, we completed the transaction for approximately $208.0 million on a cash-free and debt-free basis.

The sale was subject to customary closing conditions and regulatory approvals.

In the fourth quarter of 2024, the assets and liabilities of the segment were classified as held for sale, and the segment’s results are presented as discontinued operations.

This change was applied on a retrospective basis.

Effective January 1, 2025, the Company completed the transaction for approximately $ 208.0 million on a cash-free and debt-free basis.

During the second quarter of 2025, the Company received $ 7.8 million related to a final working capital adjustment.

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

3 unchanged sentences

Cost of sales — 152.7 170.5

Selling, general and administrative 20.6 20.4 19.5

Engineering, selling and administrative — 20.6 20.4

Operating profit $ — $ 26.7 $ 33.4

Gain on sale of business 43.5 — —

Miscellaneous (expense) income, net — ( 0.8 ) 0.5

Income from discontinued operations $ 43.5 $ 25.9 $ 33.9

(Benefit from) provision for income taxes ( 0.6 ) 6.0 29.7

Provision for (benefit from) income taxes 8.6 ( 0.6 ) 6.0

Income from discontinued operations, net of tax $ 34.9 $ 26.5 $ 27.9

1 unchanged sentence

The major categories of assets and liabilities included in assets of discontinued operations and liabilities of discontinued operations are as follows:

(in millions) December 31, 2024 December 31, 2023

(in millions) December 31, 2024

Cash and Cash Equivalents $ 1.5

2 unchanged sentences

Other current assets 1.4

Current assets held for sale (a)

Property, plant and equipment, net 25.3

2 unchanged sentences

Goodwill 171.3

Long-term assets held for sale (a)

Assets held for sale $ 217.9 $ 218.2

Current assets held for sale (a)

Accounts payable 16.8

Accrued liabilities 7.9

Current liabilities held for sale (a)

Long-term deferred tax liability 19.2

Other liabilities 0.2

Long-term liabilities held for sale (a)

Liabilities held for sale $ 44.1 $ 54.6

We closed on this transaction within one year from the date of our entry into the agreement, and therefore have presented all assets and liabilities as current as of December 31, 2024.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Current liabilities held for sale (a)

(a) We closed on this transaction within one year from the date of our entry into the agreement, and therefore have presented all assets and liabilities as current as of December 31, 2024.

Payment & Merchandising Technologies

6 unchanged sentences

Cost of sales — — 174.4

Selling, general and administrative — 80.0 294.6

Engineering, selling and administrative — — 80.0

Operating profit — — 74.7

15 unchanged sentences

We currently have two reporting segments:

Aerospace & Electronics and Process Flow Technologies.

Aerospace & Advanced Technologies and Process Flow Technologies.

A brief description of each of our current segments is as follows:

Aerospace & Electronics

The Aerospace & Electronics segment supplies critical components and systems, including original equipment and aftermarket parts, primarily for the commercial aerospace, and the military aerospace, defense and space markets.

Aerospace & Advanced Technologies

The Aerospace & Advanced Technologies segment supplies critical components and systems, including original equipment and aftermarket parts, primarily for the commercial aerospace, and the military aerospace, defense and space markets.

Its brands have decades of proven experience, and in many cases invented the critical technologies in their respective markets.

11 unchanged sentences

(in millions) December 31, 2025 2024 2023

Aerospace & Electronics $ 932.7 $ 789.3 $ 667.3

Aerospace & Advanced Technologies $ 1,048.9 $ 932.7 $ 789.3

Process Flow Technologies 1,256.1 1,198.5 1,072.8

1 unchanged sentence

Cost of Sales:

Aerospace & Electronics $ 574.4 $ 495.2 $ 417.7

Aerospace & Advanced Technologies $ 631.8 $ 574.4 $ 495.2

Process Flow Technologies 700.4 689.0 615.9

TOTAL COST OF SALES $ 1,332.2 $ 1,263.4 $ 1,111.1

Selling, general and administrative

Aerospace & Electronics $ 149.3 $ 135.1 $ 129.3

Engineering, selling and administrative:

Aerospace & Advanced Technologies $ 154.6 $ 149.3 $ 135.1

Process Flow Technologies 292.2 269.2 248.4

Corporate 101.8 93.5 117.1

TOTAL SELLING, GENERAL AND ADMINISTRATIVE $ 512.0 $ 500.6 $ 493.5

TOTAL ENGINEERING, SELLING AND ADMINISTRATIVE $ 548.6 $ 512.0 $ 500.6

Operating profit:

Aerospace & Electronics $ 209.0 $ 159.0 $ 120.3

Aerospace & Advanced Technologies $ 262.5 $ 209.0 $ 159.0

Process Flow Technologies 263.5 240.3 208.5

Corporate ( 101.8 ) ( 93.5 ) ( 117.1 )

TOTAL OPERATING PROFIT (a)

$ 355.8 $ 250.4 $ 5.3

TOTAL OPERATING PROFIT $ 424.2 $ 355.8 $ 250.4

Capital expenditures:

Aerospace & Electronics $ 10.6 $ 9.7 $ 9.3

Aerospace & Advanced Technologies $ 20.9 $ 10.6 $ 9.7

Process Flow Technologies 32.6 26.0 29.1

2 unchanged sentences

Depreciation and amortization:

Aerospace & Electronics $ 22.3 $ 13.9 $ 14.1

Aerospace & Advanced Technologies $ 17.8 $ 22.3 $ 13.9

Process Flow Technologies 32.3 28.6 21.4

1 unchanged sentence

TOTAL DEPRECIATION AND AMORTIZATION $ 50.2 $ 51.0 $ 35.4

For the year ended December 31, 2022, operating profit includes a loss on divestiture of asbestos-related assets and liabilities of $ 162.4 million.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8 unchanged sentences

TOTAL NET SALES $ 2,305.0 $ 2,131.2 $ 1,862.1

Net sales by geographic region are based on the destination of the sale.

(a) Net sales by geographic region are based on the destination of the sale.

Balance sheet items by reportable segment is set forth below:

(in millions) December 31, 2025 2024

Aerospace & Electronics $ 248.5 $ 202.4

Aerospace & Advanced Technologies $ 248.6 $ 248.5

Process Flow Technologies 435.3 413.1

TOTAL GOODWILL $ 683.9 $ 661.6

Aerospace & Electronics $ 896.2 $ 744.6

Aerospace & Advanced Technologies $ 936.3 $ 896.2

Process Flow Technologies 1,326.0 1,265.0

Corporate 262.8 224.1

Corporate (a)

1,591.1 262.8

Assets held for sale — 217.9

TOTAL ASSETS $ 3,853.4 $ 2,641.9

(a) For the year ended December 31, 2025, Corporate Assets include $ 1,223.3 million restricted cash.

Long-lived assets by geographic region:

6 unchanged sentences

TOTAL LONG-LIVED ASSETS $ 343.6 $ 330.4

Long-lived assets, net by geographic region are based on the location of the business unit.

(a) Long-lived assets, net by geographic region are based on the location of the business unit.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3 unchanged sentences

(in millions) December 31, 2025 2024 2023

Aerospace & Electronics

Aerospace & Advanced Technologies

Commercial Original Equipment $ 397.3 $ 349.4 $ 291.4

2 unchanged sentences

Military Aftermarket Products 106.6 91.7 65.3

Total Aerospace & Electronics $ 932.7 $ 789.3 $ 667.3

Total Aerospace & Advanced Technologies $ 1,048.9 $ 932.7 $ 789.3

Process Flow Technologies

23 unchanged sentences

Note 6 – Research and Development

Research and development costs are expensed when incurred and are included in “Selling, general and administrative” in our Consolidated Statements of Operations.

Research and development costs are expensed when incurred and are included in “Engineering, Selling, and administrative” in our Consolidated Statements of Operations.

(in millions) December 31, 2025 2024 2023

10 unchanged sentences

Most of these plans are funded by company contributions to pension funds, which are held for the sole benefit of plan participants and beneficiaries.

In December 2022, we settled the pension plan for the salaried non-bargaining employees of Crane Canada Co.

and recognized a loss of $ 7.0 million, net of tax.

In August 2023, the Company received a distribution of $ 45.3 million after distributions to plan participants.

Postretirement Plans

13 unchanged sentences

Curtailment and settlement loss from discontinued operations — 0.3 — —

Administrative expenses paid and other ( 0.9 ) ( 0.9 ) — 0.1

Administrative expenses paid ( 0.6 ) ( 0.9 ) — —

Benefit obligation at end of year $ 700.9 $ 693.4 $ 2.4 $ 2.5

10 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In the U.S., 2025 actuarial losses in the projected benefit obligation were primarily the result of a decrease in the discount rate.

Other sources of gains or losses such as plan experience, updated census data and minor adjustments to actuarial assumptions generated combined gains of less than 1 % of expected year end obligations.

In the Non-U.S.

countries, 2025 actuarial gains in the projected benefit obligation were primarily the result of increases in discount rates and decreased UK inflation.

Other sources of gains or losses such as plan experience combined for losses of approximately 1 % of expected year end obligations.

In the U.S., 2024 actuarial gain in the projected benefit obligation were primarily the result of an increase in the discount rate.

3 unchanged sentences

Other sources of gains or losses such as plan experience, updated census data, changes to forecast inflation, mortality table updates and minor adjustments to other actuarial assumptions generated combined losses of less than 1 % of expected year end obligations.

In the U.S., 2023 actuarial losses in the projected benefit obligation were primarily the result of a decrease in the discount rate.

Other sources of gains or losses such as plan experience, updated census data and minor adjustments to actuarial assumptions generated combined losses of less than 1 % of expected year end obligations.

In the Non-U.S.

countries, 2023 actuarial losses in the projected benefit obligation were primarily the result of decrease in discount rates.

Amounts recognized on our Consolidated Balance Sheets consist of:

22 unchanged sentences

Fair value of plan assets $ — $ 443.6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Information for pension plans with a projected benefit obligation in excess of plan assets is as follows:

2 unchanged sentences

Fair value of plan assets $ 2.5 $ 445.8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Components of net periodic cost (benefit) are as follows:

7 unchanged sentences

Amortization of net loss (gain) 14.2 15.1 15.5 ( 0.4 ) ( 0.4 ) ( 0.2 )

Recognized curtailment (gain) loss — — ( 1.0 ) — — —

Settlement loss — — 12.1 — — —

Curtailment and settlement loss from discontinued operations — 0.3 1.9 — — —

1 unchanged sentence

$ 8.7 $ 4.3 $ 11.2 $ ( 0.3 ) $ ( 0.3 ) $ —

Includes $ 0.8 million and $ 2.3 million of pension net periodic loss and $ 1.6 million pension net periodic benefit related to discontinued operations for the years ended December 31, 2024,2023, and 2022, respectively.

(a) Includes $ 0.8 million and $ 2.3 million of pension net periodic loss related to discontinued operations for the years ended December 31, 2024, and 2023, respectively.

The weighted average assumptions used to determine benefit obligations are as follows:

7 unchanged sentences

Interest credit rate N/A N/A N/A N/A N/A N/A

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The weighted-average assumptions used to determine net periodic benefit cost are as follows:

11 unchanged sentences

The discount rates used by us for valuing pension liabilities are based on a review of high-quality corporate bond yields with maturities approximating the remaining life of the projected benefit obligations.

plan, the 8.25 % expected rate of return on assets assumption for 2024 reflected a long-term target comprised of an asset allocation range of 25 %- 75 % equity securities, 15 %- 35 % fixed income securities, 10 %- 35 % alternative assets and 0 %- 10 % cash and cash equivalents.

plan, the 7.25 % expected rate of return on assets assumption for 2025 reflected a long-term target comprised of an asset allocation range of 46 % in equity securities, 45 % fixed income securities and 9 % alternative assets.

As of December 31, 2025, the actual asset allocation for the U.S.

plan was 42.8 % equity securities, 47.5 % fixed income securities, 8.3 % alternative assets and 1.5 % cash and cash equivalents.

During 2024, the pension committee voted to reduce the funded status risk by increasing the allocation to liability matching fixed income investments.

However, in November 2025, the pension committee voted to reduce the funded

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

status risk by increasing the allocation to liability matching fixed income investments to 70 % reflecting the improved funded status of the U.S.

plan over the last year, and this asset reallocation was completed in January 2026.

For the non-U.S.

19 unchanged sentences

We periodically review investment managers and their performance in relation to our plans’ investment objectives.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The primary investment objective of our various pension trusts is to maximize the value of plan assets, focusing on capital preservation, current income and long-term growth of capital and income.

3 unchanged sentences

Alternative assets include investments in real estate and hedge funds employing a wide variety of strategies.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The fair value of our pension plan assets as of December 31, 2025, by asset category, are as follows:

19 unchanged sentences

Total Fair Value $ 493.4 $ 2.5 $ — $ 234.8 $ 730.7

Investments are measured at fair value using the net asset value per share practical expedient, and therefore, are not classified in the fair value hierarchy.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(a) Investments are measured at fair value using the net asset value per share practical expedient, and therefore, are not classified in the fair value hierarchy.

The fair value of our pension plan assets as of December 31, 2024, by asset category, are as follows:

19 unchanged sentences

Total Fair Value $ 450.4 $ 2.1 $ — $ 222.9 $ 675.4

Investments are measured at fair value using the net asset value per share practical expedient, and therefore, are not classified in the fair value hierarchy.

(a) Investments are measured at fair value using the net asset value per share practical expedient, and therefore, are not classified in the fair value hierarchy.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We expect, based on current actuarial calculations, to contribute cash of approximately $ 2.0 million to our defined benefit pension plans during 2026.

13 unchanged sentences

We sponsor savings and investment plans that are available to our eligible employees including employees of our subsidiaries.

We made contributions to the plans of $ 9.1 million, $ 8.4 million and $ 8.2 million in 2024, 2023 and 2022, respectively.

We made matching contributions to the plans of $ 10.2 million, $ 9.1 million and $ 8.4 million in 2025, 2024 and 2023, respectively.

In addition to participant deferral contributions and company matching contributions on those deferrals, we provide a 3 % non-matching contribution to eligible participants.

38 unchanged sentences

The expected lives of the awards represent the period of time that options granted are expected to be outstanding.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Activity in our stock option plans for the year ended December 31, 2025, were as follows:

5 unchanged sentences

Exercised ( 189 ) 50.38

Canceled ( 7 ) 89.89

Options outstanding as of December 31, 2025 1,072 $ 68.28 4.5

Options exercisable as of December 31, 2025 904 $ 58.68 3.9

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Information regarding our stock option activity is as follows:

16 unchanged sentences

As of December 31, 2025, there was $ 17.5 million of total future compensation cost related to restricted share unit and performance-based restricted share unit awards, to be recognized over a weighted-average period of 1.30 years.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Changes in our restricted share units for the year ended December 31, 2025, were as follows:

7 unchanged sentences

Performance-based restricted share units vested ( 85 ) 71.14

Performance-based restricted share units forfeited ( 6 ) 62.89

Restricted share units as of December 31, 2025 301 $ 138.99

4 unchanged sentences

The awards are fair valued throughout the vesting period via the Monte Carlo simulation.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During the years ended December 31, 2024 and 2023, the Company recognized $ 3.5 million and $ 7.9 million in share-based compensation expense related to the liability PRSUs, respectively.

During 2024, 101,182 units vested and were settled by Crane NXT Co.

The impact from settlement of this liability was reflected on the Consolidated Statement of Changes in Equity as a $ 6.1 million capital contribution.

During the years ended December 31, 2025, 2024, and 2023, the Company recognized $ 0.4 million, $ 3.5 million and $7.9 million in share-based compensation expense related to the liability PRSUs, respectively.

During the years ended December 31, 2025 and 2024, 88,505 and 101,182 units vested and were settled by Crane NXT Co.

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

As of December 31, 2025 and 2024, the total liability related to these awards was $ 2.1 million and $ 7.4 million, respectively, and included in other liabilities on our Consolidated Balance Sheets.

10 unchanged sentences

Therefore, these options generally do not impact the lease term or the determination or classification of the right-of-use asset and lease liability.

In the first quarter of 2023, we entered a five-year lease for a used airplane which includes a maximum residual value guarantee of $ 5.1 million in the event the aircraft is sold for less than the purchase price option of $ 10.6 million.

We do not believe it is probable that any amount will be owed under this guarantee.

Therefore, no amount related to the residual value guarantee is included in the lease payments used to measure the right-of-use asset and lease liability.

We have not entered any other leases where a residual value guarantee is provided to the lessor.

We do not enter arrangements where restrictions or covenants are imposed by the lessor that, for example, relate to incurring additional financial obligations.

2 unchanged sentences

The rate implicit in the lease is generally unknown, as we generally operate in the capacity of the lessee.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Our Consolidated Balance Sheet includes the following related to leases:

9 unchanged sentences

Total lease cost $ 24.9 $ 24.3 $ 21.1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The weighted average remaining lease terms and discount rates for our operating leases were as follows:

32 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We adopted ASU 2023-09 "Income Taxes (Topic 740):

Improvements To Income Tax Disclosures" on a prospective basis beginning with the year ended December 31, 2025.

A reconciliation of the statutory U.S.

federal tax rate to our effective tax rate is as follows:

(in millions, except %) For the year ended December 31, 2025 Amount Percent

US Federal Statutory Tax Rate $ 90.9 21.0 %

State and Local Income Taxes, Net of Federal Income Tax Effect* 5.1 1.2 %

Foreign Tax Effects

Other Foreign jurisdictions 9.3 2.1 %

Effect of Cross-Boarder Tax Laws

Global intangible low-taxed income 11.0 2.5 %

Foreign-derived intangible income ( 7.2 ) ( 1.7 ) %

Other 2.2 0.5 %

Research and development tax credits ( 3.0 ) ( 0.7 ) %

Foreign tax credits ( 11.9 ) ( 2.7 ) %

Changes in valuation allowances ( 0.1 ) — %

Nontaxable or Nondeductible Items

Equity Compensation ( 9.8 ) ( 2.3 ) %

Non-Deductible Officers Compensation 9.4 2.2 %

Other 3.4 0.8 %

Changes in unrecognized tax benefits 2.1 0.5 %

Other Adjustments ( 0.3 ) — %

Effective Tax Rate $ 101.1 23.4 %

* State taxes in New York, Illinois, Texas, Ohio, and Massachusetts made up the majority (greater than 50 percent) of the tax effect in this category.

For the year ended December 31, 2024 2023

8 unchanged sentences

deduction for foreign - derived intangible income ( 1.5 ) % ( 1.9 ) %

Asbestos Divestiture

— % — % 16.4 %

Non-deductible expenses 2.5 % 4.4 %

2 unchanged sentences

Effective tax rate 20.8 % 24.5 %

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the components of income taxes paid, net of refunds:

(in millions) For year ended December 31, 2025

Federal $ 53.8

United Kingdom 7.6

Other foreign jurisdictions 24.0

Income taxes paid, net of refunds, for the periods ended December 31, 2024 and 2023 were $ 88.9 million and $ 110.5 million.

As of December 31, 2025, we have made the following determinations with regard to our non-U.S.

6 unchanged sentences

Tax Related to Comprehensive Income

During 2024, 2023 and 2022, tax provision of $ 9.2 million, $ 3.2 million and $ 9.1 million, respectively, related to changes in pension and post-retirement plan assets and benefit obligations, were recorded to accumulated other comprehensive loss.

During 2025, 2024 and 2023, tax provision (benefit) of $ 10.5 million, $ 9.2 million and $ 3.2 million, respectively, related to changes in pension and post-retirement plan assets and benefit obligations, were recorded to accumulated other comprehensive loss.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7 unchanged sentences

Capitalized research and development 20.6 28.1

Pension and post retirement benefits — 11.2

Accrued bonuses and stock based compensation 6.3 6.3

Stock Based Compensation 6.0 5.8

Other 13.9 13.8

14 unchanged sentences

Net deferred tax asset (liability) $ ( 42.4 ) $ ( 23.6 )

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2025, valuation allowances were $ 40.9 million, including $ 40.2 million for loss and credit carryforwards and $ 0.7 million for other assets not expected to be realized.

At December 31, 2024, valuation allowances were $ 46.2 million, including $ 45.5 million for loss and credit carryforwards and $ 0.7 million for other assets.

As of December 31, 2025, we had U.S.

8 unchanged sentences

Indefinite — 15.7 2.5 12.6 30.8

Total tax carryforwards $ 1.4 $ — $ 22.7 $ 273.0 $ 58.8 $ —

Deferred tax asset on tax carryforwards $ 1.3 $ 16.4 $ 9.2 $ 13.6 $ 40.5

Valuation allowance on tax carryforwards ( 1.4 ) — ( 17.8 ) ( 10.7 ) ( 15.5 ) ( 45.4 )

Net deferred tax asset on tax carryforwards $ — $ — $ 0.1 $ — $ — $ 0.1

As of December 31, 2024, and 2023, we determined that it was more likely than not that $ 45.5 million and $ 50.7 million, respectively, of our deferred tax assets related to tax loss and credit carryforwards will not be realized.

As a result, we recorded a valuation allowance against these deferred tax assets.

We also determined that it is more likely than not that a portion of the benefit related to U.S.

state and non-U.S.

deferred tax assets other than tax loss and credit carryforwards will not be realized.

Accordingly, as of December 31, 2024, and 2023, a valuation allowance of $ 0.7 million and $ 1.1 million, respectively, was established against these U.S.

state and non-U.S.

deferred tax assets.

Our total valuation allowance as of December 31, 2024, and 2023 was $ 46.2 million and $ 51.8 million, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Unrecognized Tax Benefits

9 unchanged sentences

As of December 31, 2025, 2024, and 2023, the amount of our unrecognized tax benefits that, if recognized, would affect our effective tax rate was $ 12.4 million, $ 10.4 million, and $ 9.3 million, respectively.

The difference between these amounts and those reflected in the table above relates to (1) offsetting tax effects from other tax jurisdictions, and (2) interest expense, net of deferred taxes and (3) unrecognized tax benefits whose reversals would be recorded to goodwill.

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

We recognize interest and penalties related to unrecognized tax benefits as a component of our income tax expense.

During the years ended December 31, 2025, 2024, and 2023, we recognized interest and penalty (income)/ expense of $ 0.5 million, $ 0.5 million, and $ 0.3 million, respectively, in our Consolidated Statements of Operations.

As of December 31, 2024 and 2023 we had accrued $ 2.7 million and $ 2.2 million, respectively, of interest and penalties related to unrecognized tax benefits on our Consolidated Balance Sheets.

During the next twelve months, it is reasonably possible that our unrecognized tax benefits could change by $ 0.6 million due to settlements of income tax examinations, the expiration of statutes of limitations or other resolution of uncertainties.

However, if the ultimate resolution of income tax examinations results in amounts that differ from this estimate, we will record additional income tax expense or benefit in the period in which such matters are effectively settled.

As of December 31, 2025 and 2024, we had accrued $ 3.2 million, $ 2.7 million, respectively, of interest and penalties related to unrecognized tax benefits on our Consolidated Balance Sheets.

Income Tax Examinations

9 unchanged sentences

state and local 2019 - 2024

Currently, we and our subsidiaries are under examination in various jurisdictions, including Germany (2016 through 2019), Canada (2013 through 2018) and Luxembourg (2017 through 2018).

Currently, we and our subsidiaries are under examination in Canada (2013 through 2018) .

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

20 unchanged sentences

The environmental remediation liability as of December 31, 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”).

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 document the project restoration time frames for groundwater and outline the future operational scheme, including the key milestones for transitioning from active groundwater treatment to monitoring only.

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

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 $ 12.9 million and $ 16.4 million as of December 31, 2025 and 2024, respectively, and as described below, a portion is reimbursable by the U.S.

16 unchanged sentences

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 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

18 unchanged sentences

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

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

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

Government and remaining participants with respect to resolution of the U.S.

Government’s liability for, and contribution claims with respect to, RI/FS costs associated with the remaining areas of the site, including those portions of the Crab Orchard Site where Redco’s predecessor conducted manufacturing and research activities, have resulted in agreement upon the terms of a consent decree for resolving the U.S.

Government’s share of RI/FS costs, which was lodged for entry with the United States District Court for the Southern District of Illinois on January 10, 2025.

As part of these negotiations, and in order to obtain the protections provided by the draft consent decree, we have reached agreement with GD-OTS on our contribution to the United States’ claimed past response costs, for an immaterial sum, and have executed separate settlement and escrow agreements to memorialize the parties’ agreement with respect to the United States’ response costs.

Negotiations remain ongoing between us and GD-OTS regarding a potential resolution of GD-OTS’ claim for costs that it has incurred and expects to incur in performing its obligations under the AOC.

Government’s liability for, and contribution claims with respect to, RI/FS costs associated with the remaining areas of the site, including those portions of the Crab Orchard Site where Redco’s predecessor conducted manufacturing and research activities, have resulted in the consummation of a consent decree for resolving the U.S.

Government’s share of RI/FS costs, and our liability to the United States for its claimed past response costs, which was entered by the United States District Court for the Southern District of Illinois on June 12, 2025.

In addition we have entered into separate settlement and escrow agreements to memorialize the parties’ agreement with respect to their respective contributions to the United States’ response costs, pursuant to which we made an immaterial payment.

There has not been a resolution of GD-OTS’ claim against us for costs that GD-OTS has incurred and expects to incur in performing its obligations under the AOC.

We at present cannot predict when any determination of the ultimate allocable share of GD-OTS response costs for which we may be liable is likely to be completed.

None of these discussions address responsibility for the performance of, or payment of costs incurred in connection with, any remedial design or remedial action that may be required pursuant to the ROD (when it is ultimately issued).

It is not possible at this time to reasonably estimate the total amount of any obligation for remediation of the Crab Orchard Site as a whole because the allocation among PRPs, selection of remediation alternatives, and concurrence of regulatory authorities have not yet advanced to the stage where a reasonable estimate can be made.

Insurers with

Further none of these discussions, or the recently-entered consent decree, address responsibility for the performance of, or payment of costs incurred in connection with, any remedial design or remedial action that may be required pursuant to the ROD (when it is ultimately issued).

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

contractual coverage obligations for this site have been notified of this potential liability and have been providing coverage, subject to reservations of rights.

have not yet advanced to the stage where a reasonable estimate can be made.

Insurers with contractual coverage obligations for this site have been notified of this potential liability and have been providing coverage, subject to reservations of rights.

LyondellBasell Chemical Leak

In July 2023, Crane Company, along with certain of its subsidiaries (“Crane”), were added as defendants in ongoing product liability/personal injury lawsuits filed by 58 victims of a 2021 chemical leak incident that occurred at a LyondellBasell facility in La Porte, Texas.

The multi-district lawsuits were consolidated for proceedings in state court in Harris County, Texas, and have been pending since 2021, when the initial set of defendants were sued.

Crane is alleged to have manufactured a valve involved in the incident.

The multi-district lawsuits were consolidated for proceedings in state court in Harris County, Texas, and were pending since 2021, when the initial set of defendants were sued.

Crane was alleged to have manufactured a valve involved in the incident.

Plaintiffs also added other defendants to the suits in July 2023 who allegedly either sold or serviced the subject valve or a valve accessory, and discovery for the newly added defendants began moving forward in February 2024.

Crane has valid defenses, and insurance coverage that attaches after a modest self-insured retention.

All of our insurance providers have been notified of this potential liability and have been cooperating with Crane as it engages in the litigation process.

Crane had valid defenses, and insurance coverage that attached after a modest self-insured retention.

All of our insurance providers were timely notified of this potential liability and cooperated with Crane as it engaged in the litigation process.

An initial settlement agreement was reached with a portion of the claimants in September 2024, and final settlement agreements were reached with all remaining claimants in February 2025.

The entire settlement amount, except for our modest deductible obligation, was within our coverage limits and the insurance carriers have committed to fully fund the settlements.

We have recognized a liability as of December 31, 2024 for the settled claims.

In conjunction with the liability, a corresponding receivable was recorded as these matters are fully insured.

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

Marion Site Hurricane Damage and Recovery

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.

Marion NC Site Hurricane Damage and Recovery

In September 2024, our manufacturing site in Marion, North Carolina was directly affected by flooding from Hurricane Helene.

Our insurance generally covers the repair or replacement of assets that suffered damage or loss and also provides business interruption coverage, including lost profits, and reimbursement for other expenses and costs that have been incurred relating to the damages and losses suffered.

The recovery related to business interruption will be recognized when realized and received.

We are working with our insurance carrier to assess the damage and 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 may lag behind actual losses incurred.

For the year ended December 31, 2024, we incurred expenses of $ 23.3 million related to damages caused by the hurricane, which included professional fees to restore and maintain the site and the write-off of damaged property, equipment and inventory.

For the year ended December 31, 2024 we have received insurance recoveries of $ 20.0 million and have an insurance receivable of $ 2.8 million, which is net of the $ 0.5 million deductible.

These costs and insurance recoveries are included in Selling, general and administrative expenses in the Consolidated Statements of Operations.

The following table summarizes the estimated loss from this event, net of insurance recoveries:

Our insurance covered the repair or replacement of assets that suffered damage or loss and also provided for business interruption coverage, which included lost profits, and reimbursement for other expenses and costs that have been incurred relating to the damages and losses suffered.

The recovery related to business interruption was recognized when realized and received.

We worked with our insurance carrier to assess the damage and 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 lagged behind the actual losses incurred.

As of December 31, 2025, the insurance claim has been settled and no additional proceeds are expected to be recovered and no additional costs are expected to be incurred.

For the year ended December 31, 2025 and 2024, we incurred expenses of $ 6.0 million and $ 23.3 million, respectively 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 Consolidated Statements of Operations.

On a cumulative basis, we incurred expenses of $ 29.3 million related to damage caused by the hurricane and received corresponding insurance recoveries of $ 31.7 million, and recorded a net gain of $ 2.4 million which includes the $ 2.9 million gain from insurance recoveries on impaired property, plant and equipment, less the deductible of $ 0.5 million recognized in 2024.

During the year ended December 31, 2025, we also received insurance proceeds for lost profits $ 9.3 million, included in Miscellaneous income, net in the Consolidated Statements of Operations.

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

(in millions)

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Impairment and rework of inventory 0.1 1.8

Total losses and expenses $ 23.3

Other 0.3 0.5

Total expenses and losses $ 6.0 $ 23.3

Insurance recoveries received $ ( 6.0 ) $ ( 20.0 )

Insurance recoveries receivable (a)

Insurance recoveries to be received — 2.8

Loss from natural disaster, net of insurance recoveries $ — $ 0.5

Included in Other current assets in the Consolidated Balance Sheets.

Insurance proceeds for lost profits $ 9.3 $ —

Gain from insurance recoveries on impaired property, plant and equipment $ 2.9 $ —

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Asbestos Liability

As a result of the Redco Sale, the Company contributed approximately $ 550 million in cash, and all asbestos obligations and liabilities, related insurance assets and associated deferred tax assets of Redco were removed from the Company’s Consolidated Balance Sheets effective August 12, 2022, and the Company no longer has any obligation with respect to pending and future asbestos claims.

The gross settlement and defense costs incurred for the periods presented was as follows:

(in millions)

For the year ended December 31, 2022

Settlement / indemnity costs incurred $ 29.4

Defense costs incurred 6.4

Total costs incurred $ 35.8

The total pre-tax payments for settlement and defense costs, net of funds received from insurers, for the periods presented was as follows:

(in millions)

For the year ended December 31, 2022

Settlement / indemnity payments $ 33.8

Defense payments 6.1

Insurance receipts ( 10.6 )

Pre-tax cash payments, net $ 29.3

Other Proceedings

10 unchanged sentences

$ 898.2 $ 247.0

Revolving Facility 250.0 —

Total long-term debt $ 1,148.2 $ 247.0

(a) Debt issuance costs totaled $ 0.5 million and $ 0.8 million as of December 31, 2024 and 2023, respectively, and have been netted against the aggregate principal amounts of the related debt in the components of the debt table above.

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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On October 3, 2023, the Company exercised a portion of the accordion feature under its existing revolving credit 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 Company’s existing credit agreement.

The Company made principal prepayments of $1.9 million and $ 50.6 million on the Term Facility during the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024, there were no outstanding borrowings under the Revolving Facility.

(a) Debt issuance costs totaled $ 1.8 million and $ 0.5 million as of December 31, 2025 and 2024, respectively, and have been netted against the aggregate principal amount.

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.

Debt refinancing fees associated with the Revolving Facility were $ 3.8 million, and are included in Other assets on the Consolidated Balance Sheets.

On December 29, 2025, the Company borrowed $ 900 million under the Term Facility and an additional $ 250 million under the Revolving Facility.

The borrowings under the Term Facility and Revolving Facility were used, along with cash on-hand, to fund the consummation of the Company’s previously announced January 2026 acquisitions of Druck, Panametrics Reuter-Stokes, and optek-Danulat.

During the year ended December 31, 2025, the Company made principal repayments of $ 247.5 million on the 2023 Term Facility.

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.

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.

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,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 December 31, 2025.

364-Day Credit Agreement - On August 11, 2022, the Company entered a new senior unsecured 364 -day credit facility (the “ 364 -Day Credit Agreement”) under which it borrowed term loans denominated in U.S.

dollars (the “Term Loans”) in an aggregate principal amount of $ 400 million.

Interest on the Term Loans accrues at a rate per annum equal to, at the Company’s option, (a) a base rate (determined in a customary manner), plus a margin of 0.25 % or 0.50 % that is determined based upon the ratings by S&P and Moody’s of the Company’s senior unsecured long-term debt (the “Index Debt Rating”) or (b) an adjusted Term SOFR (determined in a customary manner) for an interest period to be selected by the Company, plus a margin of 1.25 % or 1.50 % that is determined based upon the Index Debt Rating.

During the first quarter of 2023, the Company repaid the remaining principal of $ 400 million under the 364 -Day Credit Agreement.

Other - As of December 31, 2025 and 2024, the Company had open standby letters of credit of $ 37.0 million and $ 32.9 million, respectively.

10 unchanged sentences

The standards also establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

13 unchanged sentences

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

Such derivative liability amounts are recorded within “Accrued liabilities” on our Consolidated Balance Sheets and was $ 1.1 million and $ 0.1 million as of December 31,2024 and 2023, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 16 – Restructuring

In the fourth quarter of 2022, in response to economic uncertainty, we initiated modest workforce reductions of approximately 160 employees, or about 2 % of our global workforce.

We recorded a charge of $ 7.8 million for the year ended December 31, 2022.

We completed the program in the fourth quarter of 2024.

In the fourth quarter of 2019, we initiated actions to consolidate two manufacturing operations in Europe within our Process Flow Technologies segment.

In 2020, we recorded additional severance costs related to the final negotiation with the works council/union at both locations.

These actions, taken together, included workforce reductions of approximately 180 employees, or about 2 % of our global workforce.

We recorded a restructuring gain of $ 4.0 million for the year ended December 31, 2022.

We completed the program in the first quarter of 2024.

Restructuring Liability

The following table summarizes the accrual balances related to these restructuring charges by program:

(in millions) 2022 Repositioning 2019 Repositioning Total

Balance as of December 31, 2023 (a)

$ 4.5 $ 0.2 $ 4.7

Utilization ( 4.5 ) ( 0.2 ) ( 4.7 )

Balance as of December 31, 2024 $ — $ — $ —

Included within Accrued Liabilities in the Consolidated Balance Sheets.

The following table summarizes the cumulative restructuring costs, net incurred through December 31, 2024.

We do not expect to incur additional facility consolidation costs to complete these actions as of December 31, 2024.

Cumulative Restructuring Costs

(in millions) Severance Other Total

Aerospace & Electronics $ 1.5 $ — $ 1.5

Process Flow Technologies 6.2 1.0 7.2

2022 Repositioning $ 7.7 $ 1.0 $ 8.7

Process Flow Technologies $ 14.9 $ ( 2.8 ) $ 12.1

2019 Repositioning $ 14.9 $ ( 2.8 ) $ 12.1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 17 – Unaudited Quarterly Financial Data

(in millions, except per share data)

For year ended December 31, First Quarter Second Quarter Third Quarter Fourth Quarter Full Year

Net sales $ 510.2 $ 528.6 $ 548.3 $ 544.1 $ 2,131.2

Cost of sales 303.4 317.1 321.3 321.6 1,263.4

Gross profit 206.8 211.5 227.0 222.5 867.8

Operating profit 81.3 89.3 99.0 0.0 86.2 355.8

Net income from continuing operations attributable to common shareholders 58.8 66.3 72.8 70.3 268.2

Income from discontinued operations, net of tax 6.0 5.3 4.5 10.7 26.5

Net income attributable to common shareholders $ 64.8 $ 71.6 $ 77.3 $ 81.0 $ 294.7

Earnings per basic share:

Earnings per basic share from continuing operations $ 1.03 $ 1.16 $ 1.27 $ 1.23 $ 4.69

Earnings per basic share from discontinued operations (b)

0.11 0.09 0.08 0.18 0.46

Earnings per basic share $ 1.14 $ 1.25 $ 1.35 $ 1.41 $ 5.15

Diluted earnings per share:

Earnings per diluted share from continuing operations $ 1.02 $ 1.14 $ 1.25 $ 1.20 $ 4.60

Earnings per diluted share from discontinued operations (b)

0.10 0.09 0.08 0.18 0.45

Earnings per diluted share $ 1.12 $ 1.23 $ 1.33 $ 1.38 $ 5.05

Net sales $ 451.5 $ 452.4 $ 473.9 $ 484.3 $ 1,862.1

Cost of sales 261.1 266.0 283.6 300.4 1,111.1

Gross profit 190.4 186.4 190.3 183.9 751.0

Operating profit 66.1 53.3 68.6 62.4 250.4

Net income from continuing operations attributable to common shareholders 47.4 35.9 49.0 43.6 175.9

Income from discontinued operations, net of tax 58.3 9.7 6.2 5.8 80.0

Net income attributable to common shareholders $ 105.7 $ 45.6 $ 55.2 $ 49.4 $ 255.9

Earnings per basic share:

Earnings per basic share from continuing operations $ 0.84 $ 0.63 $ 0.86 $ 0.77 3.10

Earnings per basic share from discontinued operations 1.03 0.17 0.11 0.10 1.41

Earnings per basic share $ 1.87 $ 0.80 $ 0.97 $ 0.87 $ 4.51

Diluted earnings per share:

Earnings per diluted share from continuing operations $ 0.83 $ 0.62 $ 0.85 $ 0.76 3.06

Earnings per diluted share from discontinued operations 1.01 0.17 0.11 0.10 1.39

Earnings per diluted share $ 1.84 $ 0.79 $ 0.96 $ 0.86 $ 4.45

(a) Quarterly totals may not foot across due to rounding.

(b) Includes the tax benefit on the outside tax basis difference related to the divestiture of Engineered Materials.

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

The Company had no such derivative payable as of December 31, 2025.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 16 – Subsequent Events

Effective on January 1, 2025, the Company completed the sale of the Engineered Materials segment to KPS for approximately $ 208.0 million, on a cash-free and debt-free basis.

In connection with the divestiture, the Company will recognize a pre-tax gain of approximately $ 35 million, subject a net working capital adjustment and will be recorded in income from discontinued operations.

On January 1, 2026, the Company completed the acquisition of Druck, Panametrics and Reuter-Stokes.

The Druck, Panametrics and Reuter-Stokes brands are all leading providers of sensor-based technologies for aerospace, nuclear and process industries.

The Company is currently assessing the fair value of the identifiable net assets acquired.

On January 1, 2026, the Company completed the acquisition of optek-Danulat (“Optek”).

Optek is a leading provider of inline process control optical measurement solutions for biopharma, pharmaceutical and other demanding markets .

The Company is currently assessing the fair value of the identifiable net assets acquired.

The aggregate purchase price for the aforementioned acquisitions was approximately $ 1,300 million on a cash-free and debt-free basis, subject to post-closing adjustments.

The acquisitions were primarily funded through a combination of the $ 900 million term loan, $ 250 million provided through the revolving credit facility and cash on-hand.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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-K

Item 8. Financial Statements and Supplementary Data