Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING
The accompanying Consolidated Financial Statements of Crane Company have been prepared by management in conformity with accounting principles generally accepted in the United States of America and, in the judgment of management, present fairly and consistently the Company’s financial position and results of operations and cash flows. These statements by necessity include amounts that are based on management’s best estimates and judgments and give due consideration to materiality.
Management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. In making its assessment, management has utilized the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in its Internal Control—Integrated Framework, released in 2013. Based on our assessment we believe that, as of December 31, 2025, the Company’s internal control over financial reporting is effective based on those criteria.
Deloitte & Touche LLP, the independent registered public accounting firm that also audited the Company’s Consolidated Financial Statements included in this Annual Report on Form 10-K, audited the internal control over financial reporting as of December 31, 2025, and issued their related attestation report which is included herein.
/s/ Max H. Mitchell
Max H. Mitchell
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
/s/ Richard A. Maue
Richard A. Maue
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
The Section 302 certifications of the Company’s Chief Executive Officer and its Principal Financial Officer have been filed as Exhibit 31 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Crane Company
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Crane Company and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, cash flows, and changes in equity, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue – Over-Time Basis — Refer to Note 1 to the financial statements
Audit Matter Description
The Company recognizes revenue as they fulfill their performance obligations and transfer control of products to their customers. The Company has certain revenue contracts with the U.S. government or indirectly to the U.S. government through subcontracts. The clauses of those contracts stipulate that any amounts included in work-in-progress are the property of the U.S. government as they own any work-in progress as the contracted product is being built. The Company uses the cost-to-cost method of determining their progress, measuring progress by comparing costs incurred to date to the total estimated costs to provide the performance obligation. In 2025, the Company recognized approximately $109.1 million in revenue over time related to contracts in progress as of December 31, 2025.
We identified revenue recognized over time as a critical audit matter because of the judgments necessary for management to determine the margin to be used to estimate revenue for the overtime revenue. This required a high degree of auditor judgment when performing audit procedures to audit management’s estimates of margin at completion used to recognize revenue over time and evaluating the results of those procedures.
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How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures performed related to the recognition of revenue recognized over-time included the following, among others:
• We tested the effectiveness of controls related to the revenue recognized over-time, including management’s controls over costs incurred to date and estimates of margin at completion, as well as the accurate classification of contracts in the system during the order entry process.
• We selected a sample of contracts with customers that were recognized over time, and we performed the following:
• Evaluated whether the contracts were properly included in management’s calculation of long-term contract revenue based on the terms and conditions of each contract, including whether continuous transfer of control to the customer occurred as progress was made toward fulfilling the performance obligation.
• Evaluated the appropriateness and consistency of the methods of calculation and assumptions used by management to develop the margin at completion applied to determine the revenue recognized.
• We tested the mathematical accuracy of management’s calculation of revenue recognized.
• 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.
/s/ Deloitte & Touche LLP
Stamford, Connecticut
February 26, 2026
We have served as the Company's auditor since 1979.
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CONSOLIDATED STATEMENTS OF OPERATIONS
For the year ended December 31,
(in millions, except per share data) 2025 2024 2023
Net sales $ 2,305.0 $ 2,131.2 $ 1,862.1
Operating costs and expenses:
Cost of sales 1,332.2 1,263.4 1,111.1
Engineering, selling and administrative 548.6 512.0 500.6
Operating profit 424.2 355.8 250.4
Other income (expense):
Interest income 11.2 5.5 5.1
Interest expense ( 11.3 ) ( 27.2 ) ( 22.7 )
Miscellaneous income, net 8.7 4.4 0.3
Total other income (expense), net 8.6 ( 17.3 ) ( 17.3 )
Income from continuing operations before income taxes 432.8 338.5 233.1
Provision for income taxes 101.1 70.3 57.2
Net income from continuing operations attributable to common shareholders 331.7 268.2 175.9
Income from discontinued operations, net of tax (Note 3) 34.9 26.5 80.0
Net income attributable to common shareholders $ 366.6 $ 294.7 $ 255.9
Earnings per basic share:
Earnings per basic share from continuing operations $ 5.77 $ 4.69 $ 3.10
Earnings per basic share from discontinued operations 0.61 0.46 1.41
Earnings per basic share $ 6.38 $ 5.15 $ 4.51
Earnings per diluted share:
Earnings per diluted share from continuing operations $ 5.66 $ 4.60 $ 3.06
Earnings per diluted share from discontinued operations 0.60 0.45 1.39
Earnings per diluted share $ 6.26 $ 5.05 $ 4.45
Average shares outstanding:
Basic 57.5 57.2 56.7
Diluted 58.6 58.3 57.5
See Notes to Consolidated Financial Statements
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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the year ended December 31,
(in millions) 2025 2024 2023
Net income attributable to common shareholders $ 366.6 $ 294.7 $ 255.9
Components of other comprehensive income (loss), net of tax
Currency translation adjustment 51.4 ( 30.6 ) 20.7
Changes in pension and postretirement plan assets and benefit obligation, net of tax 30.5 26.5 10.0
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
Less: Noncontrolling interests in comprehensive income — ( 0.2 ) ( 0.1 )
Comprehensive income attributable to common shareholders $ 448.5 $ 290.8 $ 286.7
See Notes to Consolidated Financial Statements
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CONSOLIDATED BALANCE SHEETS
Balance as of December 31,
(in millions, except shares and per share data) 2025 2024
Assets
Current assets:
Cash and cash equivalents $ 506.5 $ 306.7
Restricted cash 1,223.3 —
Accounts receivable, net 358.7 339.1
Inventories, net 376.5 380.4
Other current assets 106.4 159.1
Current assets held for sale — 217.9
Total current assets 2,571.4 1,403.2
Property, plant and equipment, net 278.8 261.3
Long-term deferred tax assets 3.5 11.2
Intangible assets, net 149.5 159.9
Goodwill 683.9 661.6
Other assets 166.3 144.7
Total assets $ 3,853.4 $ 2,641.9
Liabilities and equity
Current liabilities:
Accounts payable 189.6 188.2
Accrued liabilities 269.3 303.2
U.S. and foreign taxes on income 6.3 7.9
Current liabilities held for sale — 44.1
Total current liabilities 465.2 543.4
Long-term debt 1,148.2 247.0
Accrued pension, postretirement benefits and post-employment benefits 43.0 69.6
Long-term deferred tax liability 45.9 34.8
Other liabilities 87.7 106.1
Commitments and contingencies (Note 13)
Equity:
Common shares, par value $ 1.00 ; 66,475,307 shares authorized; 57,607,816 and 57,290,198 shares issued and outstanding in 2025 and 2024, respectively
57.6 57.3
Capital surplus 452.0 425.5
Retained earnings 1,531.5 1,217.8
Accumulated other comprehensive income (loss) 20.0 ( 61.9 )
Total shareholders’ equity 2,061.1 1,638.7
Noncontrolling interest 2.3 2.3
Total equity 2,063.4 1,641.0
Total liabilities and equity $ 3,853.4 $ 2,641.9
See Notes to Consolidated Financial Statements
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CONSOLIDATED STATEMENTS OF CASH FLOWS
For the year ended December 31,
(in millions) 2025 2024 2023
Operating activities:
Net income attributable to common shareholders $ 366.6 $ 294.7 $ 255.9
Less: Income from discontinued operations, net of tax 34.9 26.5 80.0
Net income from continuing operations attributable to common shareholders 331.7 268.2 175.9
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 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 )
Other ( 9.7 ) ( 5.6 ) 8.3
Total provided by operating activities from continuing operations 394.8 257.8 162.1
Investing activities:
Payments for acquisitions - net of cash acquired and working capital adjustments ( 0.2 ) ( 200.5 ) ( 90.5 )
Capital expenditures ( 53.5 ) ( 36.6 ) ( 39.0 )
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 investing activities from continuing operations ( 48.1 ) ( 230.0 ) ( 128.8 )
Financing activities:
Dividends paid ( 52.9 ) ( 46.9 ) ( 57.3 )
Net (payments) proceeds related to employee stock plans ( 5.2 ) ( 0.9 ) 21.8
Debt refinancing costs ( 5.6 ) — ( 9.0 )
Proceeds from debt 1,150.0 190.0 300.0
Proceeds from term facility of discontinued operations — — 350.0
Repayments of debt ( 247.5 ) ( 191.9 ) ( 450.6 )
Distribution of Crane NXT, Co. — — ( 578.1 )
Total provided by (used for) financing activities from continuing and discontinued operations 838.8 ( 49.7 ) ( 423.2 )
Discontinued Operations:
Total provided by operating activities — 15.0 66.1
Total used for investing activities 213.6 ( 3.2 ) ( 7.8 )
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, cash equivalents and restricted cash at end of period 1,729.8 308.2 329.6
Less: 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
Less: Restricted cash 1,223.3 — —
Cash and cash equivalents of continuing operations at end of period $ 506.5 $ 306.7 $ 329.6
(a) 2024 and 2023 Includes cash and cash equivalents of discontinued operations.
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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 )
Inventories 11.3 ( 21.2 ) ( 42.1 )
Other current assets 47.1 ( 54.3 ) 39.2
Accounts payable 2.9 23.8 ( 1.9 )
Accrued liabilities ( 44.9 ) 39.0 5.5
U.S. and foreign taxes on income 5.9 ( 7.0 ) ( 28.3 )
Total $ 8.9 $ ( 51.8 ) $ ( 51.3 )
Supplemental disclosure of cash flow information:
Interest paid $ 7.8 $ 24.4 $ 20.3
Income taxes paid $ 96.5 $ 88.9 $ 110.5
See Notes to Consolidated Financial Statements
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CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in millions, except share data) Common
Shares
Issued at
Par Value Capital
Surplus Retained
Earnings Accumulated
Other
Comprehensive
Income (Loss) Treasury
Stock Total
Shareholders’
Equity Noncontrolling
Interest Total
Equity
BALANCE DECEMBER 31, 2022 72.4 $ 373.8 $ 2,822.8 $ ( 503.3 ) $ ( 864.3 ) $ 1,901.4 $ 2.6 $ 1,904.0
Net income — — 255.9 — — 255.9 — 255.9
Cash dividends ($ 1.01 per share)
— — ( 57.3 ) — — ( 57.3 ) — ( 57.3 )
Exercise of stock options 0.2 8.8 — — 19.8 28.8 — 28.8
Stock-based compensation — 19.0 — — — 19.0 — 19.0
Impact from settlement of share-based awards, net of shares acquired — ( 3.4 ) — — ( 3.6 ) ( 7.0 ) — ( 7.0 )
Changes in pension and postretirement plan assets and benefit obligation, net of tax — — — 10.0 — 10.0 — 10.0
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
Net income — — 294.7 — — 294.7 — 294.7
Cash dividends ($ 0.82 per share)
— — ( 46.9 ) — — ( 46.9 ) — ( 46.9 )
Exercise of stock options 0.2 10.3 — — — 10.5 — 10.5
Stock-based compensation — 22.5 — — — 22.5 — 22.5
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 )
Distribution of Crane NXT, Co. (Note 1) — — 9.3 — — 9.3 — 9.3
BALANCE DECEMBER 31, 2024 57.3 $ 425.5 $ 1,217.8 $ ( 61.9 ) $ — $ 1,638.7 $ 2.3 $ 1,641.0
Net income — — 366.6 — — 366.6 — 366.6
Cash dividends ($ 0.92 per share)
— — ( 52.9 ) — — ( 52.9 ) — ( 52.9 )
Exercise of stock options 0.2 9.3 — — — 9.5 — 9.5
Stock-based compensation — 26.3 — — — 26.3 — 26.3
Impact from settlement of share-based awards, net of shares acquired 0.1 ( 14.8 ) — — — ( 14.7 ) — ( 14.7 )
Impact from settlement of liability PRSUs (Note 8) — 5.7 — — — 5.7 — 5.7
Changes in pension and postretirement plan assets and benefit obligation, net of tax — — — 30.5 — 30.5 — 30.5
Currency translation adjustment — — — 51.4 — 51.4 — 51.4
BALANCE DECEMBER 31, 2025 57.6 $ 452.0 $ 1,531.5 $ 20.0 $ — $ 2,061.1 $ 2.3 $ 2,063.4
See Notes to Consolidated Financial Statements
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Nature of Operations and Significant Accounting Policies
Nature of Operations
Crane Company has delivered innovation and technology-led solutions for customers since its founding in 1855. Today, Crane is a leading manufacturer of highly engineered components for challenging, mission-critical applications focused on the aerospace, defense, space and process industry end markets. The Company has two reporting segments: 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
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 Note 3, “Discontinued Operations,” in the Notes to Financial Statements for additional details.
Separation
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”).
On April 3, 2023, Crane Holdings, Co. completed the Separation into two independent, publicly-traded companies, Crane NXT, Co. and Crane Company, through a pro-rata distribution (the "Distribution") of all of the outstanding common stock of Crane Company to the stockholders of Crane Holdings, Co., which on April 3, 2023 was renamed “Crane NXT, Co.” The Distribution was effective at 5:00 p.m., Eastern Time, on April 3, 2023. As a result of the Distribution, Crane Company became an independent public company. Our common stock is listed under the symbol "CR" on the New York Stock Exchange. Due to Crane Company’s larger operations, greater tangible assets, greater fair value and greater net sales, in each case, relative to Crane NXT, Co., among other factors, Crane Company was treated as the “accounting spinnor” and therefore was the “accounting successor” to Crane Holdings, Co. for accounting purposes, notwithstanding the legal form of the Separation. Therefore, following the Separation, the historical Consolidated Financial Statements of Crane Company reflect the historical Consolidated Financial Statements of Crane Holdings, Co. with the Payment & Merchandising Technologies segment and other distributed assets and liabilities classified as discontinued operations.
In connection with the Separation on April 3, 2023, Crane Holdings, Co., which was renamed “Crane NXT, Co.,” and Crane Company entered into various agreements to effect the Separation and provide a framework for their relationship after the Separation, including a separation and distribution agreement, a transition services agreement, an employee matters agreement, a tax matters agreement and an intellectual property matters agreement. These agreements provide for the allocation between Crane NXT, Co. and Crane Company of assets, employees, liabilities and obligations (including property and employee benefits and tax-related assets and liabilities) attributable to periods prior to, at, and after the consummation of the Separation and govern certain relationships between Crane NXT, Co. and Crane Company after the Separation. The tax matter agreement includes to a limited extent, indemnifying Crant NXT, Co. for uncertain tax benefits which are attributable to the Company’s business. Such total liability amounts are included in other liabilities on our Consolidated Balance Sheets and were $ 1.9 million and $ 3.1 million as of December 31, 2025 and 2024, respectively.
The Company recorded $ 1.3 million and $ 5.0 million of income within Miscellaneous income, net related to such agreements including a reduction of the indemnification liability resulting from the expiration of statute of limitations on certain tax positions, for the years ended December 31, 2025 and 2024, respectively. The Company had a receivable of $ 0.2 million as of December 31, 2025 and $ 2.0 million as of December 31, 2024, related to the transition services agreement and tax matters agreement. Additionally, as part of the Separation, to a limited extent, the Company has agreed to indemnify Crane NXT, Co. for uncertain tax benefits, which are attributable to the Company’s business.
On April 3, 2023, prior to the consummation of the Separation, the Board of Directors of Crane Company declared and paid a one-time cash dividend in the amount of $ 275 million to Crane Holdings, Co., its sole stockholder at that time, as part of establishing the capital structure at Crane NXT, Co.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In connection with the Separation, we distributed net assets of $ 804.5 million through equity, including the cash dividend of $ 275 million and $ 303 million in cash balances. The net assets distributed includes an adjustment of$ 9.3 million recorded in the year ended December 31, 2024, to correct the amount previously recognized at the time of the Distribution.
As a result of the Separation, the Payment & Merchandising segment qualified as a discontinued operation and accordingly, the assets, liabilities and results of operations of this segment are reported as discontinued operations. See Note 3 for additional information.
Significant Accounting Policies
Accounting Principles. Our Consolidated Financial Statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Consolidated Financial Statements include the accounts of Crane Company and our subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. As used in these notes, the terms "we," "us," "our," "Crane" and the "Company" mean Crane Company and our subsidiaries unless the context specifically states or implies otherwise.
Basis of presentation. Certain amounts in the prior years’ Consolidated Financial Statements have been reclassified to conform to the current year presentation.
Due to rounding, numbers presented throughout this report may not add up precisely to totals we provide, and percentages may not precisely reflect the absolute figures.
Use of Estimates. Our accounting principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results may differ from those estimated. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the financial statements in the period in which they are determined to be necessary. Estimates are used when accounting for such items as asset valuations, allowance for doubtful accounts, depreciation and amortization, impairment assessments, reserve for excess and obsolete inventory, reserve for warranty provision, restructuring provisions, employee benefits, taxes, environmental liability, contingencies and any related insurance recoveries, as applicable.
Currency Translation. Assets and liabilities of subsidiaries that prepare financial statements in currencies other than the U.S. dollar are translated at the rate of exchange in effect on the balance sheet date; results of operations are translated at the monthly average rates of exchange prevailing during the year. The related translation adjustments are included in accumulated other comprehensive income (loss) in a separate component of equity.
Revenue Recognition. In accordance with Accounting Standards Codification (“ASC”) Topic 606 “Revenue from Contracts with Customers,” we recognize revenue when control of the promised goods or services in a contract transfers to the customer, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We account for a contract when both parties have approved and committed to the terms, each party’s rights and payment obligations under the contract are identifiable, the contract has commercial substance, and it is probable that we will collect substantially all of the consideration. When shipping and handling activities are performed after the customer obtains control of product, we elect to account for shipping and handling as activities to fulfill the promise to transfer the product. 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 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. We elect to exclude from the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by us from a customer.
We primarily generate revenue through the manufacture and sale of engineered industrial products. Each product within a contract generally represents a separate performance obligation, as we do not provide a significant service of integrating or installing the products, the products do not customize each other, and the products can function independently of each other. Control of products generally transfers to the customer at a point in time, as the customer does not control the products as they are manufactured. We exercise judgment and consider the timing of right to payment, transfer of risk and rewards, transfer of title, transfer of physical possession, and customer acceptance when determining when control transfers to the customer. As a result, revenue from the sale of products is generally recognized at a point in time - either upon shipment or delivery - based on the specific shipping terms in the contract. When products are customized or products are sold directly to the U.S. government or indirectly to the U.S. government through subcontracts, revenue is recognized over time because control is transferred continuously to customers, as the contract progresses. 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
46
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. government or subcontract for the U.S. government contains clauses indicating that the U.S. government owns any work-in-progress as the contracted product is being built, revenue is recognized over time. The measure of progress applied by us is the cost-to-cost method as this provides the most faithful depiction of the pattern of transfer of control. Under this method, we measure progress by comparing costs incurred to date to the total estimated costs to provide the performance obligation. This method effectively reflects our progress toward completion, as this methodology includes any work-in-process amounts as part of the measure of progress. Costs incurred represent work performed, which corresponds with, and thereby depicts, the transfer of control to the customer. Total revenue recognized and cost estimates are updated on a monthly basis. In 2025, the Company recognized approximately $ 109.1 million in revenue over time related to contracts in progress as of December 31, 2025.
When there are multiple performance obligations in a single contract, the total transaction price is allocated to each performance obligation based on their relative standalone selling prices. We maximize the use of observable data inputs and consider all information (including market conditions, segment-specific factors, and information about the customer or class of customer) that is reasonably available. The standalone selling price for our products and services is generally determined using an observable list price, which differs by class of customer.
Revenue recognized from performance obligations satisfied in previous periods (for example, due to changes in the transaction price or estimates), was not material in any period.
Payment for products is due within a limited time period after shipment or delivery, and we generally do not offer extended payment terms. Payment is typically due within 30-90 calendar days of the respective invoice dates. Customers generally do not make large upfront payments. Any advanced payments received do not provide us with a significant benefit of financing, as the payments are meant to secure materials used to fulfill the contract, as opposed to providing us with a significant financing benefit.
When an unconditional right to consideration exists, we record these amounts as receivables. When amounts are dependent on factors other than the passage of time in order for payment from a customer to become due, we record a contract asset. Contract assets represent unbilled amounts that typically arise from contracts for customized products or contracts for products sold directly to the U.S. government or indirectly to the U.S. government through subcontracts, where revenue recognized using the cost-to-cost method exceeds the amount billed to the customer. Contract assets are assessed for impairment and recorded at their net realizable value. Contract liabilities represent advance payments from customers. Revenue related to contract liabilities is recognized when control is transferred to the customer.
We pay sales commissions related to certain contracts, which qualify as incremental costs of obtaining a contract. However, the sales commissions generally relate to contracts for products or services satisfied at a point in time or over a period of time less than one year. As a result, we apply the practical expedient that allows an entity to recognize incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that would have been recognized is one year or less.
See Note 5, “Revenue” for further details.
Cost of Goods Sold. 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, warehousing costs, amortization of production related intangible assets and depreciation expense. We also include costs directly associated with products sold, such as warranty provisions.
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. Also included are costs related to compensation for other operating activities such as executive office administrative and engineering functions, as well as general operating expenses such as office supplies, non-income taxes, insurance and office equipment rentals.
Income Taxes. We account for income taxes in accordance with ASC Topic 740 “Income Taxes” (“ASC 740”) which requires an asset and liability approach for the financial accounting and reporting of income taxes. Under this method, deferred income taxes are recognized for the expected future tax consequences of differences between the tax bases of assets and liabilities and their reported amounts in the financial statements. These balances are measured using the enacted tax rates expected to apply in the year(s) in which these temporary differences are expected to reverse. The effect of a change in tax rates on deferred income taxes is recognized in income in the period when the change is enacted.
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
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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.
We account for unrecognized tax benefits in accordance with ASC 740, which prescribes a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation, based solely on the technical merits of the position. The tax benefit recognized is the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement.
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.
Earnings Per Share. Our basic earnings per share calculations are based on the weighted average number of common shares outstanding during the year. Potentially dilutive securities include outstanding stock options, restricted share units, deferred stock units and performance-based restricted share units. The dilutive effect of potentially dilutive securities is reflected in diluted earnings per common share by application of the treasury method. Diluted earnings per share gives effect to all potential dilutive common shares outstanding during the year.
(in millions, except per share data) For the year ended December 31, 2025 2024 2023
Net income from continuing operations attributable to common shareholders $ 331.7 $ 268.2 $ 175.9
Income from discontinued operations, net of tax (Note 3) 34.9 26.5 80.0
Net income attributable to common shareholders $ 366.6 $ 294.7 $ 255.9
Average basic shares outstanding 57.5 57.2 56.7
Effect of dilutive share-based awards 1.1 1.1 0.8
Average diluted shares outstanding 58.6 58.3 57.5
Earnings per basic share:
Earnings per basic share from continuing operations $ 5.77 $ 4.69 $ 3.10
Earnings per basic share from discontinued operations 0.61 0.46 1.41
Earnings per basic share $ 6.38 $ 5.15 $ 4.51
Earnings per diluted share:
Earnings per diluted share from continuing operations $ 5.66 $ 4.60 $ 3.06
Earnings per diluted share from discontinued operations 0.60 0.45 1.39
Earnings per diluted share $ 6.26 $ 5.05 $ 4.45
The computation of diluted earnings per share excludes the effect of the potential exercise of stock options when the average market price of the common stock is lower than the exercise price of the related stock options. During 2025, 2024 and 2023, the number of stock options excluded from the computation was 0.2 million, 0.2 million and 0.4 million, respectively.
Cash and Cash Equivalents. Cash and cash equivalents include highly liquid investments with original maturities of three months or less that are readily convertible to cash and are not subject to significant risk from fluctuations in interest rates. As a result, the carrying amount of cash and cash equivalents approximates fair value.
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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. The allowance for doubtful accounts was $ 8.4 million and $ 8.7 million as of December 31, 2025 and 2024, respectively. The allowance for doubtful accounts activity was not material to our financial results for the years ended December 31, 2025 and 2024. Concentrations of credit risk with respect to accounts receivable are limited due to the large number of customers and relatively small account balances within the majority of our customer base and their dispersion across different businesses. We periodically evaluate the financial strength of our customers and believe that our credit risk exposure is limited.
Inventories, net. Inventories consist of the following:
(in millions) December 31, 2025 2024
Finished goods $ 58.6 $ 64.2
Work in process 106.6 102.1
Raw materials 211.3 214.1
Total inventories, net $ 376.5 $ 380.4
Inventories, net include the costs of material, labor and overhead and are stated at the lower of cost or net realizable value. Domestic inventories are stated at either the lower of cost or net realizable value using the last-in, first-out (“LIFO”) method or the lower of cost or net realizable value using the first-in, first-out (“FIFO”) method. Inventories held in foreign locations are primarily stated at the lower of cost or market using the FIFO method. The LIFO method is not being used at our foreign locations as such a method is not allowable for tax purposes. 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 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. The reserve for excess and obsolete inventory was $ 93.1 million and $ 81.2 million as of December 31, 2025, and 2024, respectively.
Valuation of Long-Lived Assets. We review our long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Examples of events or changes in circumstances could include, but are not limited to, a prolonged economic downturn, current period operating or cash flow losses combined with a history of losses or a forecast of continuing losses associated with the use of an asset or asset group, or a current expectation that an asset or asset group will be sold or disposed of before the end of its previously estimated useful life. Recoverability is based upon projections of anticipated future undiscounted cash flows associated with the use and eventual disposal of the long-lived asset (or asset group), as well as specific appraisal in certain instances. Reviews occur at the lowest level for which identifiable cash flows are largely independent of cash flows associated with other long-lived assets or asset groups. If the future undiscounted cash flows are less than the carrying value, then the long-lived asset is considered impaired and a loss is recognized based on the amount by which the carrying amount exceeds the estimated fair value. Judgments which impact these assessments relate to the expected useful lives of long-lived assets and our ability to realize any undiscounted cash flows in excess of the carrying amounts of such assets, and are affected primarily by changes in the expected use of the assets, changes in technology or development of alternative assets, changes in economic conditions, changes in operating performance and changes in expected future cash flows. 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Property, Plant and Equipment, net. Property, plant and equipment, net consists of the following:
(in millions) December 31, 2025 2024
Land $ 46.2 $ 43.8
Buildings and improvements 176.4 156.2
Machinery and equipment 523.4 482.9
Gross property, plant and equipment 746.0 682.9
Less: accumulated depreciation 467.2 421.6
Property, plant and equipment, net $ 278.8 $ 261.3
Property, plant and equipment is stated at cost and depreciation is calculated by the straight-line method over the estimated useful lives of the respective assets, which range from 10 to 25 years for buildings and improvements and three to 10 years for machinery and equipment. Depreciation expense was $ 36.4 million, $ 33.4 million and $ 29.3 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Goodwill and Other Intangible Assets. Our business acquisitions have typically resulted in the recognition of goodwill and other intangible assets. We follow the provisions under ASC Topic 350, “Intangibles – Goodwill and Other” (“ASC 350”) as it relates to the accounting for goodwill in the Consolidated Financial Statements. These provisions require that we, on at least an annual basis, evaluate the fair value of the reporting units to which goodwill is assigned and attributed and compare that fair value to the carrying value of the reporting unit to determine if an impairment has occurred. We perform our annual impairment testing during the fourth quarter. Impairment testing takes place more often than annually if events or circumstances indicate a change in status that would indicate a potential impairment. We believe that there have been no other events or circumstances which would more likely than not reduce the fair value of our reporting units below its carrying value. 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, 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, 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. The determination of discounted cash flows is based on the businesses’ strategic plans and long-range planning forecasts, which change from year to year. The revenue growth rates included in the forecasts represent best estimates based on current and forecasted market conditions. Profit margin assumptions are projected by each reporting unit based on the current cost structure and anticipated net cost increases/reductions. 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 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. If actual results are not consistent with management’s estimates and assumptions, goodwill and other intangible assets may then be determined to be overstated and a charge would need to be taken against net earnings. No impairment charges have been required during the years ended December 31, 2025, 2024 or 2023.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Changes to goodwill are as follows:
(in millions) Aerospace & Advanced Technologies (a)
Process Flow Technologies (b) (c)
Total
Balance as of December 31, 2023 $ 202.4 $ 374.0 $ 576.4
Acquisition 46.2 50.3 96.5
Currency translation ( 0.1 ) ( 11.2 ) ( 11.3 )
Balance as of December 31, 2024 $ 248.5 $ 413.1 $ 661.6
Acquisition — 0.2 0.2
Currency translation 0.1 22.0 22.1
Balance as of December 31, 2025 $ 248.6 $ 435.3 $ 683.9
(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.
(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.
(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.
Intangibles with indefinite useful lives are tested annually for impairment, or when events or changes in circumstances indicate the potential for impairment. If the carrying amount of an indefinite lived intangible asset exceeds its fair value, the intangible asset is written down to its fair value. Fair value is calculated using relief from royalty method. We amortize the cost of definite-lived intangibles over their estimated useful lives.
In addition to annual testing for impairment of indefinite-lived intangible assets, we review all of our definite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Examples of events or changes in circumstances could include, but are not limited to, a prolonged economic downturn, current period operating or cash flow losses combined with a history of losses or a forecast of continuing losses associated with the use of an asset or asset group, or a current expectation that an asset or asset group will be sold or disposed of before the end of its previously estimated useful life. Recoverability is based upon projections of anticipated future undiscounted cash flows associated with the use and eventual disposal of the definite-lived intangible asset (or asset group), as well as specific appraisal in certain instances. Reviews occur at the lowest level for which identifiable cash flows are largely independent of cash flows associated with other long-lived assets or asset groups and include estimated future revenues, gross profit margins, operating profit margins and capital expenditures which are based on the businesses’ strategic plans and long-range planning forecasts, which change from year to year. The revenue growth rates included in the forecasts represent our best estimates based on current and forecasted market conditions, and the profit margin assumptions are based on the current cost structure and anticipated net cost increases or reductions. There are inherent uncertainties related to these assumptions, including changes in market conditions, and management’s judgment in applying them to the analysis. If the future undiscounted cash flows are less than the carrying value, then the definite-lived intangible asset is considered impaired and a charge would be taken against net earnings based on the amount by which the carrying amount exceeds the estimated fair value. Judgments that we make which impact these assessments relate to the expected useful lives of definite-lived assets and its ability to realize any undiscounted cash flows in excess of the carrying amounts of such assets, and are affected primarily by changes in the expected use of the assets, changes in technology or development of alternative assets, changes in economic conditions, changes in operating performance and changes in expected future cash flows. Since judgment is involved in determining the recoverable amount of definite-lived intangible assets, there is risk that the carrying value of our definite-lived intangible assets may require adjustment in future periods. Historical results to date have generally approximated expected cash flows for the identifiable cash flow generating level.
As of December 31, 2025, we had $ 149.5 million of net intangible assets, of which $ 22.9 million were intangibles with indefinite useful lives, consisting of trade names. 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, consisting of trade names.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Changes to intangible assets are as follows:
(in millions) December 31, 2025 2024 2023
Balance at beginning of period, net of accumulated amortization $ 159.9 $ 87.1 $ 70.7
Additions (a) (b)
— 92.4 21.1
Amortization expense ( 13.8 ) ( 17.6 ) ( 6.1 )
Currency translation and other 3.4 ( 2.0 ) 1.4
Balance at end of period, net of accumulated amortization $ 149.5 $ 159.9 $ 87.1
(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.
(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.
A summary of intangible assets follows:
(in millions) Weighted Average
Amortization Period of Finite Lived Assets (in years) December 31, 2025 December 31, 2024
Gross
Asset Accumulated
Amortization Net Gross
Asset Accumulated
Amortization Net
Intellectual property rights 16.4 $ 82.0 $ 44.8 $ 37.2 $ 79.8 $ 42.4 $ 37.4
Customer relationships and backlog 20.5 194.6 83.8 110.8 191.0 70.2 120.8
Drawings 40.0 11.1 10.9 0.2 11.1 10.8 0.3
Other 25.9 38.4 37.1 1.3 37.9 36.5 1.4
Total 20.8 $ 326.1 $ 176.6 $ 149.5 $ 319.8 $ 159.9 $ 159.9
Future amortization expense associated with intangibles is expected to be:
Year (in millions)
2026 $ 12.2
2027 $ 11.4
2028 $ 10.2
2029 $ 10.2
2030 $ 10.2
2031 and after $ 72.4
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Accumulated Other Comprehensive (Loss) Income
The tables below provide the accumulated balances for each classification of accumulated other comprehensive loss, as reflected on the Consolidated Balance Sheets.
(in millions) Defined Benefit Pension and Other Postretirement Items Currency Translation Adjustment Total (a)
Balance as of December 31, 2022 ( 271.9 ) ( 231.4 ) $ ( 503.3 )
Other comprehensive (loss) income before reclassifications ( 1.6 ) 20.8 19.2
Amounts reclassified from accumulated other comprehensive loss 11.6 — 11.6
Net period other comprehensive income 10.0 20.8 30.8
Distribution of Crane NXT, Co. ( 8.9 ) 423.4 414.5
Balance as of December 31, 2023 ( 270.8 ) 212.8 ( 58.0 )
Other comprehensive income (loss) before reclassifications 14.5 ( 30.4 ) ( 15.9 )
Amounts reclassified from accumulated other comprehensive loss 12.0 — 12.0
Net period other comprehensive income 26.5 ( 30.4 ) ( 3.9 )
Balance as of December 31, 2024 ( 244.3 ) 182.4 ( 61.9 )
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. Amortization of pension and postretirement components have been recorded within “Miscellaneous income, net” on the Consolidated Statements of Operations.
(in millions) Amount Reclassified from Accumulated Other Comprehensive Loss
December 31, 2025 2024 2023
Amortization of pension items:
Prior service costs $ 0.7 $ 0.7 $ 0.7
Net loss 14.2 15.1 15.5
Amortization of postretirement items:
Prior service costs (a)
— — ( 0.3 )
Net gain (b)
( 0.4 ) ( 0.4 ) ( 0.3 )
Total before tax $ 14.5 $ 15.4 $ 15.6
Tax impact 3.7 3.4 4.0
Total reclassifications for the period $ 10.8 $ 12.0 $ 11.6
(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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Recent Accounting Pronouncements - Not Yet Adopted as of December 31, 2025
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . The amendment requires new financial statement disclosures to provide disaggregated information for certain types of expenses, including purchases of inventory, employee compensation, depreciation, and amortization in commonly presented expense captions such as cost of revenue and selling, general and administrative expenses. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. Upon adoption, ASU 2024-03 should be applied on a prospective basis while retrospective application is permitted. 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 December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. 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 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.
Note 2 – Acquisitions
Technifab Acquisition
On November 1, 2024, the Company completed the acquisition of Technifab Products, Inc. (“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. Technifab has been integrated into the Process Flow Technologies segment. The amount allocated to goodwill reflects the expected cost synergies. Goodwill from this acquisition is not deductible for tax purposes.
Net assets acquired ( in millions )
Total current assets $ 6.1
Property, plant and equipment 5.9
Intangible assets 15.0
Goodwill 19.4
Total assets acquired $ 46.4
Total current liabilities $ 2.8
Other liabilities 4.6
Total assumed liabilities $ 7.4
Net assets acquired $ 39.0
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The amounts allocated to acquired intangible assets, and their associated weighted-average useful lives which were determined based on the period in which the assets are expected to contribute directly or indirectly to our future cash flows, consist of the following:
Intangible Assets ( dollars in millions )
Intangible Fair Value Weighted Average Life (in years)
Trademarks/Trade names $ 2.5 9.0
Customer relationships 11.0 12.0
Backlog 1.5 1.0
Total acquired intangible assets $ 15.0
CryoWorks Acquisition
On May 1, 2024, the Company completed the acquisition of CryoWorks, Inc. (“ CryoWorks ”) for $ 60.7 million on a cash-free and debt-free basis. During the third quarter of 2024, the Company received $ 1.6 million from the seller related to a final working capital adjustment.
CryoWorks is a leading supplier of vacuum insulated pipe systems for cryogenic and hydrogen applications. CryoWorks has been integrated into the Process Flow Technologies segment. The amount allocated to goodwill reflects the expected cost synergies. Goodwill from this acquisition is not deductible for tax purposes.
Net assets acquired ( in millions )
Total current assets $ 6.6
Property, plant and equipment 0.5
Other assets 1.9
Intangible assets 24.0
Goodwill 31.1
Total assets acquired $ 64.1
Total current liabilities $ 3.5
Other liabilities 1.5
Total assumed liabilities $ 5.0
Net assets acquired $ 59.1
The amounts allocated to acquired intangible assets, and their associated weighted-average useful lives which were determined based on the period in which the assets are expected to contribute directly or indirectly to our future cash flows, consist of the following:
Intangible Assets ( dollars in millions )
Intangible Fair Value Weighted Average Life (in years)
Trademarks/Trade names $ 5.0 16.0
Customer relationships 17.5 12.0
Backlog 1.5 1.0
Total acquired intangible assets $ 24.0
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Vian Acquisition
On January 2, 2024, the Company completed the acquisition of Vian Enterprises, Inc. (“Vian”) for $ 102.5 million on a cash-free and debt-free basis, and potential additional payments of up to $ 7.5 million depending on the resolution of outstanding contingencies. During the third quarter of 2024, the Company received $ 3.0 million from the seller related to a final working capital adjustment.
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 & Advanced Technologies segment. The amount allocated to goodwill reflects the expected cost synergies. Goodwill from this acquisition is not deductible for tax purposes.
Net assets acquired ( in millions )
Total current assets $ 21.0
Property, plant and equipment 6.8
Other assets 7.4
Intangible assets 53.4
Goodwill 46.2
Total assets acquired $ 134.8
Total current liabilities $ 6.2
Other liabilities 29.1
Total assumed liabilities $ 35.3
Net assets acquired $ 99.5
The amounts allocated to acquired intangible assets, and their associated weighted-average useful lives which were determined based on the period in which the assets are expected to contribute directly or indirectly to our future cash flows, consist of the following:
Intangible Assets ( dollars in millions )
Intangible Fair Value Weighted Average Life (in years)
Trademarks/trade names $ 2.0 17.0
Customer relationships (a)
43.0 29.0
Manufacturing know-how 3.2 4.0
Backlog 5.2 1.0
Total acquired intangible assets $ 53.4
(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
On October 4, 2023, the Company completed the acquisition of Baum lined piping GmbH (“BAUM”) for $ 93.5 million on a cash-free and debt-free basis. During the first quarter of 2024, the Company paid $ 3.1 million to the seller, related to the final working capital adjustment.
BAUM, is a German-based company that designs, manufactures, and distributes lined piping products primarily focused on chemical and industrial end markets. BAUM has been integrated into the Process Flow Technologies segment.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The allocation of consideration transferred to net assets acquired is as follows:
Net assets acquired (in millions)
Total current assets $ 24.7
Property, plant and equipment 18.0
Other assets 9.5
Intangible assets 21.1
Goodwill 49.9
Total assets acquired $ 123.2
Total current liabilities $ 13.2
Other liabilities 16.5
Total assumed liabilities $ 29.7
Net assets acquired $ 93.5
The amounts allocated to acquired intangible assets, and their associated weighted-average useful lives which were determined based on the period in which the assets are expected to contribute directly or indirectly to our future cash flows, consist of the following:
Intangible Assets (dollars in millions)
Intangible Fair Value Weighted Average Life
Trade names $ 2.1 16.0
Customer relationships 17.9 12.0
Backlog 1.1 1.0
Total acquired intangible assets $ 21.1
Valuation of Intangible Assets
For all acquisitions, the fair values of the trade name and manufacturing know-how intangible assets were determined by using an income approach, specifically the relief-from-royalty approach, which is a commonly accepted valuation approach. This approach is based on the assumption that in lieu of ownership, a firm would be willing to pay a royalty in order to exploit the related benefits of this asset. Therefore, a portion of earnings, equal to the after-tax royalty that would have been paid for the use of the asset, can be attributed to our ownership.
The fair values of the customer relationships and backlog intangible assets were determined by using an income approach which is a commonly accepted valuation approach. Under this approach, the net earnings attributable to the asset or liability being measured are isolated using the discounted projected net cash flows. These projected cash flows are isolated from the projected cash flows of the combined asset group over the remaining economic life of the intangible asset or liability being measured. Both the amount and the duration of the cash flows are considered from a market participant perspective. Our estimates of market participant net cash flows considered historical and projected pricing, operational performance including market participant synergies, aftermarket retention, product life cycles, material and labor pricing, and other relevant customer, contractual and market factors. Where appropriate, the net cash flows were adjusted to reflect the potential attrition of existing customers in the future, as existing customers are expected to decline over time. The attrition-adjusted future cash flows are then discounted to present value using an appropriate discount rate.
Intangible assets are being amortized on a straight-line basis which approximates the economic pattern of benefits.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 3 - Discontinued Operations
Engineered Materials
A business is classified as held for sale when management having the authority to approve the action commits to a plan to sell the business, the sale is probable to occur during the next 12 months at a price that is reasonable in relation to its current fair value and certain other criteria are met. A business classified as held for sale is recorded at the lower of its carrying amount or estimated fair value less cost to sell. When the carrying amount of the business exceeds its estimated fair value less cost to sell, a loss is recognized and updated each reporting period as appropriate.
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. 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:
For the year ended December 31,
(in millions) 2025 2024 2023
Net sales $ — $ 200.0 $ 224.3
Cost of sales — 152.7 170.5
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
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
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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
Assets:
Cash and Cash Equivalents $ 1.5
Accounts receivable, net 9.2
Inventories, net 8.1
Other current assets 1.4
Property, plant and equipment, net 25.3
Other assets 0.4
Intangible assets, net 0.7
Goodwill 171.3
Current assets held for sale (a)
$ 217.9
Liabilities:
Accounts payable 16.8
Accrued liabilities 7.9
Long-term deferred tax liability 19.2
Other liabilities 0.2
Current liabilities held for sale (a)
$ 44.1
(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
As discussed in Note 1, Crane Company has reflected the historical consolidated financial statements of Crane Holdings, Co. with the Payment & Merchandising Technologies Segment and other distributed assets and liabilities classified as discontinued operations.
The following represents financial results from Payment & Merchandising Technologies included in discontinued operations:
For the year ended December 31,
(in millions) 2025 2024 2023
Net sales $ — $ — $ 329.1
Cost of sales — — 174.4
Engineering, selling and administrative — — 80.0
Operating profit — — 74.7
Other expense, net — — ( 11.2 )
Income from discontinued operations — — 63.5
Income tax provision — — 11.4
Income from discontinued operations, net of tax $ — $ — $ 52.1
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 4 – Segment Information
In accordance with ASC Topic 280, “Segment Reporting,” for purposes of segment performance measurement, we do not allocate to the business segments items that are of a non-operating nature, including charges which occur from time to time related to our legacy environmental liabilities, as such liabilities are not related to current business activities; or corporate organizational and functional expenses of a governance nature. Corporate expenses consist of corporate office expenses including compensation, benefits, occupancy, depreciation, and other administrative costs. Assets of the business segments exclude general corporate assets, which principally consist of cash and cash equivalents, deferred tax assets, certain property, plant and equipment, and certain other assets.
The accounting policies of the segments are the same as those described in the summary of significant accounting policies. We account for intersegment sales and transfers as if the sales or transfers were to third parties at current market prices.
The Company’s segments maintain separate financial information. The Chief Operating Decision Maker (“CODM”), who is the Company’s Chief Executive Officer, uses forecast-to-actual variances and year-over-year variances on a monthly basis when assessing segment performance and forecasts in deciding how to allocate resources among the segments. The CODM evaluates the performance of the Company’s segments based on operating profit. We currently have two reporting segments: Aerospace & Advanced Technologies and Process Flow Technologies.
A brief description of each of our current segments is as follows:
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. The business designs and delivers proven systems, reliable components, and flexible power solutions that excel in tough and mission-critical environments. Products and services are organized into six integrated solutions: Sensing Components & Systems, Electrical Power Solutions, Fluid Management Solutions, Landing & Control Systems, and Microwave Solutions.
Process Flow Technologies
The Process Flow Technologies segment is a provider of highly engineered fluid handling equipment for mission critical applications that require high reliability. The segment is comprised of Process Valves and Related Products, Commercial Valves, and Pumps and Systems. Process Valves and Related Products include on/off valves and related products for critical and demanding applications in the chemical, oil & gas, power, and general industrial end markets globally. Commercial Valves includes the manufacturing and distribution of valves and related products for the non-residential construction, general industrial, and to a lesser extent, municipal markets. Pumps and Systems include pumps and related products primarily for water and wastewater applications in the industrial, municipal, commercial and military markets.
60
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Financial information by reportable segment is set forth below:
(in millions) December 31, 2025 2024 2023
Net Sales:
Aerospace & Advanced Technologies $ 1,048.9 $ 932.7 $ 789.3
Process Flow Technologies 1,256.1 1,198.5 1,072.8
TOTAL NET SALES $ 2,305.0 $ 2,131.2 $ 1,862.1
Cost of Sales:
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
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 ENGINEERING, SELLING AND ADMINISTRATIVE $ 548.6 $ 512.0 $ 500.6
Operating profit:
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 $ 424.2 $ 355.8 $ 250.4
Capital expenditures:
Aerospace & Advanced Technologies $ 20.9 $ 10.6 $ 9.7
Process Flow Technologies 32.6 26.0 29.1
Corporate — — 0.2
TOTAL CAPITAL EXPENDITURES $ 53.5 $ 36.6 $ 39.0
Depreciation and amortization:
Aerospace & Advanced Technologies $ 17.8 $ 22.3 $ 13.9
Process Flow Technologies 32.3 28.6 21.4
Corporate 0.1 0.1 0.1
TOTAL DEPRECIATION AND AMORTIZATION $ 50.2 $ 51.0 $ 35.4
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Net sales by geographic region:
(in millions) December 31, 2025 2024 2023
Net sales (a)
United States $ 1,368.8 $ 1,210.0 $ 1,052.4
Canada 76.2 72.8 65.3
United Kingdom 149.1 137.7 120.3
Continental Europe 390.1 390.9 325.6
Other international 320.8 319.8 298.5
TOTAL NET SALES $ 2,305.0 $ 2,131.2 $ 1,862.1
(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
Goodwill:
Aerospace & Advanced Technologies $ 248.6 $ 248.5
Process Flow Technologies 435.3 413.1
TOTAL GOODWILL $ 683.9 $ 661.6
Assets:
Aerospace & Advanced Technologies $ 936.3 $ 896.2
Process Flow Technologies 1,326.0 1,265.0
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:
(in millions) December 31, 2025 2024
Long-lived assets (a)
United States $ 188.1 $ 180.2
Europe 102.4 90.9
Other international 46.1 49.6
Corporate 7.0 9.7
TOTAL LONG-LIVED ASSETS $ 343.6 $ 330.4
(a) Long-lived assets, net by geographic region are based on the location of the business unit.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 5 - Revenue
Disaggregation of Revenues
The following table presents net sales disaggregated by product line for each segment:
(in millions) December 31, 2025 2024 2023
Aerospace & Advanced Technologies
Commercial Original Equipment $ 397.3 $ 349.4 $ 291.4
Military Original Equipment 297.5 273.1 252.4
Commercial Aftermarket Products 247.5 218.5 180.2
Military Aftermarket Products 106.6 91.7 65.3
Total Aerospace & Advanced Technologies $ 1,048.9 $ 932.7 $ 789.3
Process Flow Technologies
Process Valves and Related Products $ 947.6 $ 913.3 $ 811.3
Commercial Valves 147.4 137.9 116.4
Pumps and Systems 161.1 147.3 145.1
Total Process Flow Technologies $ 1,256.1 $ 1,198.5 $ 1,072.8
Total Net Sales $ 2,305.0 $ 2,131.2 $ 1,862.1
Remaining Performance Obligations
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 December 31, 2025, backlog was $ 1,435.4 million. We expect to recognize approximately 81 % of our remaining performance obligations as revenue in 2026, an additional 15 % by 2027 and the balance thereafter.
Contract Assets and Contract Liabilities
Contract assets represent unbilled amounts that typically arise from contracts for customized products or contracts for products sold directly to the U.S. government or indirectly to the U.S. government through subcontracts, where revenue recognized using the cost-to-cost method exceeds the amount billed to the customer. Contract assets are assessed for impairment and recorded at their net realizable value. Contract liabilities represent advance payments from customers. Revenue related to contract liabilities is recognized when control is transferred to the customer. We report contract assets, which are included within “Other current assets” in our Consolidated Balance Sheets, and contract liabilities, which are included within “Accrued liabilities” on our Consolidated Balance Sheets, on a contract-by-contract net basis at the end of each reporting period. Net contract assets and contract liabilities consisted of the following:
(in millions) December 31, 2025 2024
Contract assets $ 71.7 $ 65.7
Contract liabilities $ 46.0 $ 36.3
During 2025 we recognized revenue of $ 33.7 million related to contract liabilities as of December 31, 2024.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 6 – Research and Development
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
Research and Development Costs $ 47.8 $ 46.1 $ 54.8
Note 7 – Pension and Postretirement Benefits
Pension Plan
In the United States, we sponsor a defined benefit pension plan that covers approximately 10 % of all U.S. employees. Effective January 1, 2013, pension eligible non-union employees no longer earn future benefits in the domestic defined benefit pension plan. The benefits are based on years of service and compensation on a final average pay basis, except for certain hourly employees where benefits are fixed per year of service. Charges to expense are based upon costs computed by an independent actuary. Contributions are intended to provide for future benefits earned to date. Additionally, a number of our non-U.S. subsidiaries sponsor defined benefit pension plans cover approximately 10 % of all non-U.S. employees. The benefits are typically based upon years of service and compensation. Most of these plans are funded by company contributions to pension funds, which are held for the sole benefit of plan participants and beneficiaries.
Postretirement Plans
Postretirement health care and life insurance benefits are provided for certain employees hired before January 1, 1990, who meet minimum age and service requirements.
A summary of the projected benefit obligations, fair value of plan assets and funded status is as follows:
Pension Benefits Postretirement Benefits
(in millions) December 31, 2025 2024 2025 2024
Change in benefit obligation:
Benefit obligation at beginning of year $ 693.4 $ 759.3 $ 2.5 $ 3.0
Service cost 3.5 3.6 — —
Interest cost 35.1 34.5 0.1 0.1
Amendments 0.7 0.2 — —
Actuarial (gain) loss ( 1.4 ) ( 51.5 ) 0.2 ( 0.2 )
Settlements ( 0.1 ) ( 0.5 ) — —
Benefits paid ( 47.5 ) ( 45.3 ) ( 0.4 ) ( 0.4 )
Foreign currency exchange and other 17.8 ( 6.3 ) — —
Curtailment and settlement loss from discontinued operations — 0.3 — —
Administrative expenses paid ( 0.6 ) ( 0.9 ) — —
Benefit obligation at end of year $ 700.9 $ 693.4 $ 2.4 $ 2.5
Change in plan assets:
Fair value of plan assets at beginning of year $ 675.4 $ 692.4 $ — $ —
Actual return on plan assets 69.6 18.1 — —
Employer contributions 16.5 16.6 0.4 0.4
Settlements ( 0.1 ) ( 0.5 ) — —
Benefits paid ( 47.5 ) ( 45.3 ) ( 0.4 ) ( 0.4 )
Foreign currency exchange and other 17.4 ( 5.0 ) — —
Administrative expenses paid ( 0.6 ) ( 0.9 ) — —
Fair value of plan assets at end of year $ 730.7 $ 675.4 $ — $ —
Funded status $ 29.8 $ ( 18.0 ) $ ( 2.4 ) $ ( 2.5 )
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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. 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, 2024 actuarial gains in the projected benefit obligation were primarily the result of increases in discount rates and updated UK mortality. 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.
Amounts recognized on our Consolidated Balance Sheets consist of:
Pension Benefits Postretirement Benefits
(in millions) December 31, 2025 2024 2025 2024
Other assets $ 71.3 $ 49.7 $ — $ —
Current liabilities ( 1.8 ) ( 1.5 ) ( 0.3 ) ( 0.4 )
Accrued pension and postretirement benefits ( 39.7 ) ( 66.2 ) ( 2.1 ) ( 2.1 )
Funded status $ 29.8 $ ( 18.0 ) $ ( 2.4 ) $ ( 2.5 )
Amounts recognized in accumulated other comprehensive loss consist of:
Pension Benefits Postretirement Benefits
(in millions) December 31, 2025 2024 2025 2024
Net actuarial loss (gain) $ 281.8 $ 315.6 $ ( 1.8 ) $ ( 2.4 )
Prior service cost (credit) 6.6 6.3 — —
Total recognized in accumulated other comprehensive loss $ 288.4 $ 321.9 $ ( 1.8 ) $ ( 2.4 )
The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the U.S. and Non-U.S. plans, are as follows:
Pension Obligations/Assets
U.S. Non-U.S. Total
(in millions) December 31, 2025 2024 2025 2024 2025 2024
Projected benefit obligation $ 477.7 $ 477.3 $ 223.2 $ 216.2 $ 700.9 $ 693.5
Accumulated benefit obligation 477.7 477.3 220.8 213.5 698.5 690.8
Fair value of plan assets 479.2 443.5 251.5 231.9 730.7 675.4
Information for pension plans with an accumulated benefit obligation in excess of plan assets is as follows:
(in millions) December 31, 2025 2024
Accumulated benefit obligation $ 39.8 $ 509.0
Fair value of plan assets $ — $ 443.6
Information for pension plans with a projected benefit obligation in excess of plan assets is as follows:
(in millions) December 31, 2025 2024
Projected benefit obligation $ 44.0 $ 513.5
Fair value of plan assets $ 2.5 $ 445.8
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Components of net periodic cost (benefit) are as follows:
Pension Benefits Postretirement Benefits
(in millions) For the year ended December 31, 2025 2024 2023 2025 2024 2023
Net Periodic (Benefit) Cost:
Service cost $ 3.5 $ 3.6 $ 3.3 $ — $ — $ —
Interest cost 35.1 34.5 35.9 0.1 0.1 0.2
Expected return on plan assets ( 44.8 ) ( 49.9 ) ( 46.1 ) — — —
Amortization of prior service cost 0.7 0.7 0.7 — — —
Amortization of net loss (gain) 14.2 15.1 15.5 ( 0.4 ) ( 0.4 ) ( 0.2 )
Curtailment and settlement loss from discontinued operations — 0.3 1.9 — — —
Net periodic cost (benefit) (a)
$ 8.7 $ 4.3 $ 11.2 $ ( 0.3 ) $ ( 0.3 ) $ —
(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:
Pension Benefits Postretirement Benefits
For the year ended December 31, 2025 2024 2023 2025 2024 2023
U.S. Plans:
Discount rate 5.40 % 5.63 % 5.07 % 5.20 % 5.50 % 5.00 %
Rate of compensation increase N/A N/A N/A N/A N/A N/A
Interest credit rate 4.14 % 4.39 % 4.02 % N/A N/A N/A
Non-U.S. Plans:
Discount rate 5.22 % 5.07 % 4.29 % N/A N/A N/A
Rate of compensation increase 3.36 % 3.28 % 3.69 % N/A N/A N/A
Interest credit rate N/A N/A N/A N/A N/A N/A
The weighted-average assumptions used to determine net periodic benefit cost are as follows:
Pension Benefits Postretirement Benefits
For the year ended December 31, 2025 2024 2023 2025 2024 2023
U.S. Plans:
Discount rate 5.63 % 5.07 % 5.43 % 5.50 % 5.00 % 5.40 %
Expected rate of return on plan assets 7.25 % 8.25 % 8.25 % N/A N/A N/A
Rate of compensation increase N/A N/A N/A N/A N/A N/A
Interest credit rate 4.39 % 4.02 % 3.62 % N/A N/A N/A
Non-U.S. Plans:
Discount rate 5.07 % 4.29 % 4.61 % N/A N/A N/A
Expected rate of return on plan assets 5.68 % 6.21 % 5.91 % N/A N/A N/A
Rate of compensation increase 3.28 % 3.69 % 3.72 % N/A N/A N/A
Interest credit rate N/A N/A N/A N/A N/A N/A
The long-term expected rate of return on plan assets assumptions were determined with input from independent investment consultants and plan actuaries, utilizing asset pricing models and considering historical returns. 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.
In the U.S. 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. However, in November 2025, the pension committee voted to reduce the funded
66
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. plans, the 5.68 % expected rate of return on assets assumption for 2025 reflected a weighted average of the long-term asset allocation targets for our various non-U.S. plans. As of December 31, 2025, the actual weighted average asset allocation for the non-U.S. plans was 7.3 % equity securities, 67.3 % fixed income securities, 19.7 % alternative assets/other and 5.7 % cash and cash equivalents.
The assumed health care cost trend rates are as follows:
December 31, 2025 2024
Health care cost trend rate assumed for next year 7.00 % 7.25 %
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) 4.50 % 4.50 %
Year that the rate reaches the ultimate trend rate 2035 2035
Assumed health care cost trend rates have a significant effect on the amounts reported for our health care plans.
Plan Assets
Our pension plan target allocations and weighted-average asset allocations by asset category are as follows:
Target Allocation Actual Allocation
Asset Category December 31, 2025 2024
Equity securities 15 %- 55 %
31 % 34 %
Fixed income securities 30 %- 75 %
54 % 49 %
Alternative assets/Other 0 %- 30 %
12 % 14 %
Cash and money market 0 %- 10 %
3 % 3 %
Independent investment consultants are retained to assist in executing the plans’ investment strategies. A number of factors are evaluated in determining if an investment strategy will be implemented in our pension trusts. These factors include, but are not limited to, investment style, investment risk, investment manager performance and costs. We periodically review investment managers and their performance in relation to our plans’ investment objectives.
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. The plans’ assets are typically invested in a broad range of equity securities, fixed income securities, alternative assets and cash instruments.
Equity securities include investments in large, mid, and small-capitalization companies located in both developed countries and emerging markets around the world. Fixed income securities include government bonds of various countries, corporate bonds that are primarily investment-grade, mortgage-backed securities and other liability hedging assets. Alternative assets include investments in real estate and hedge funds employing a wide variety of strategies.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The fair value of our pension plan assets as of December 31, 2025, by asset category, are as follows:
(in millions) Active
Markets
for
Identical
Assets
Level 1 Other
Observable
Inputs
Level 2 Unobservable
Inputs
Level 3 Net Asset Value ("NAV") Practical Expedient (a)
Total
Fair Value
Cash Equivalents and Money Markets $ 21.3 $ — $ — $ — $ 21.3
Common Stocks
Actively Managed U.S. Equities 29.0 — — — 29.0
Commingled and Mutual Funds
U.S. Equity Funds 110.9 — — — 110.9
Non-U.S. Equity Funds 65.0 — — 18.3 83.3
U.S. Fixed Income, Government and Corporate 227.4 — — — 227.4
Registered Investment Company 25.2 — — — 25.2
Non-U.S. Fixed Income, Government and Corporate — — — 169.4 169.4
Property Funds 14.6 — — — 14.6
Alternative Investments
Insurance / Annuity Contract(s) — 2.5 — — 2.5
Hedge Funds and LDI — — — 31.8 31.8
International Property Funds — — — 15.3 15.3
Total Fair Value $ 493.4 $ 2.5 $ — $ 234.8 $ 730.7
(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:
(in millions) Active
Markets
for
Identical
Assets
Level 1 Other
Observable
Inputs
Level 2 Unobservable
Inputs
Level 3 Net Asset Value ("NAV") Practical Expedient (a)
Total
Fair Value
Cash Equivalents and Money Markets $ 20.5 $ — $ — $ — $ 20.5
Common Stocks
Actively Managed U.S. Equities 34.6 — — — 34.6
Commingled and Mutual Funds
U.S. Equity Funds 116.9 — — — 116.9
Non-U.S. Equity Funds 64.5 — — 16.7 81.2
U.S. Fixed Income, Government and Corporate 172.6 — — — 172.6
Registered Investment Company 22.9 — — — 22.9
Non-U.S. Fixed Income, Government and Corporate — — — 156.9 156.9
Property Funds 18.4 — — — 18.4
Alternative Investments
Insurance / Annuity Contract(s) — 2.1 — — 2.1
Hedge Funds and LDI — — — 28.8 28.8
International Property Funds — — — 20.5 20.5
Total Fair Value $ 450.4 $ 2.1 $ — $ 222.9 $ 675.4
(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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Cash Flows
We expect, based on current actuarial calculations, to contribute cash of approximately $ 2.0 million to our defined benefit pension plans during 2026. Cash contributions in subsequent years will depend on a number of factors including the investment performance of plan assets.
Estimated Future Benefit Payments
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:
Estimated future payments (in millions) Pension
Benefits Postretirement Benefits
2026 $ 53.6 $ 0.4
2027 54.0 0.4
2028 55.3 0.3
2029 52.5 0.2
2030 52.4 0.2
2031 to 2035 256.6 0.9
Total payments $ 524.4 $ 2.4
Defined Contribution Plans
We sponsor savings and investment plans that are available to our eligible employees including employees of our subsidiaries. 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. We made non-matching contributions to these plans of $ 12.4 million, $ 10.8 million and $ 9.7 million in 2025, 2024 and 2023, respectively.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 8 – Stock-Based Compensation Plans
At December 31, 2025, we had stock-based compensation awards outstanding under the Crane Company 2023 Stock Incentive Plan (the “2023 Plan”). The 2023 Plan was approved by the Board of Directors of the Company (the “Board”) on February 27, 2023, and by Crane Holdings, Co. as the sole shareholder of the Company on February 27, 2023. The 2023 Plan authorized the issuance of up to 9,750,000 shares of stock pursuant to awards under the plan.
In accordance with the Employee Matters Agreement entered into between Crane Holdings, Co. and Crane Company, as further described in Note 1, “Basis of Presentation,” previously outstanding equity compensation awards granted under the historical Crane Holdings, Co. 2018 Amended and Restated Stock Incentive Plans prior to the Separation and held by certain executives and employees of Crane Holdings, Co. were adjusted to reflect the impact of the Separation on these awards.
To preserve the aggregate intrinsic value of these equity compensation awards, as measured immediately before and immediately after the Separation, each Crane Holdings, Co. equity-based compensation award was adjusted using either the shareholder method or the replacement method.
Any stock-based compensation award held by an Executive Officer or Non-Employee Director was adjusted using the shareholder method, in which each Crane Holdings, Co. equity compensation award outstanding prior to the Separation was adjusted into a Crane NXT, Co. Equity Compensation Award under one of the continuing Crane Holdings, Co. Stock Incentive Plans and a Crane Company equity compensation award under the Crane Company 2023 Stock Incentive Plan. All other stock based compensation awards were adjusted using the replacement method in which each Crane Holdings, Co. equity compensation award outstanding prior to the Separation was adjusted into either a Crane NXT, Co. equity compensation award under one of the continuing Crane Holdings, Co. Stock Incentive Plans or a Crane Company Equity Compensation Award under the Crane Company 2023 Stock Incentive Plan, based on whether the award holder is employed by Crane NXT, Co. or Crane Company immediately after the Separation.
The stock incentive plans are used to provide long-term incentive compensation through stock options, restricted share units, performance-based restricted share units and deferred stock units.
Stock Options
Options are granted under the Stock Incentive Plan to officers and other key employees and directors at an exercise price equal to the closing price on the date of grant. Unless otherwise determined by the Compensation Committee which administers the plan, options become exercisable at a rate of 25 % after the first year, 50 % after the second year, 75 % after the third year and 100 % after the fourth year from the date of grant. All options granted to directors and options granted to officers and employees after 2014 expire 10 years after the date of grant.
We determine the fair value of each grant using the Black-Scholes option pricing model. The weighted-average assumptions for grants made during the years ended December 31, 2025, 2024 and 2023 are as follows:
2025 2024 2023
Dividend yield 0.53 % 0.66 % 1.57 %
Volatility 33.71 % 32.83 % 32.33 %
Risk-free interest rate 4.40 % 4.12 % 3.67 %
Expected lives in years 7.8 7.8 7.7
Expected dividend yield is based on our dividend rate. Expected stock volatility was determined based upon the historical volatility for the four-year period preceding the date of grant. The risk-free interest rate was based on the yield curve in effect at the time the options were granted, using U.S. constant maturities over the expected life of the option. The expected lives of the awards represent the period of time that options granted are expected to be outstanding.
70
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Activity in our stock option plans for the year ended December 31, 2025, were as follows:
Option Activity Number of
Shares
(in 000’s) Weighted
Average
Exercise Price Weighted
Average
Remaining
Life (Years)
Options outstanding as of January 1, 2025 1,218 $ 61.33
Granted 50 173.50
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
Information regarding our stock option activity is as follows:
(in millions, except fair value per award) December 31, 2025 2024 2023
Weighted-average grant-date fair value per award $ 76.71 $ 52.50 $ 42.47
Total fair value of options vested $ 2.5 $ 2.7 $ 5.7
Total intrinsic value of options exercised $ 23.8 $ 22.7 $ 24.3
Aggregate intrinsic value of exercisable options $ 113.6 $ 95.4 $ 67.7
Total proceeds from option exercises $ 9.5 $ 10.5 $ 30.3
Tax benefit relating to option exercises $ 5.5 $ 4.1 $ 5.0
Included in our share-based compensation was expense recognized for our stock option awards of $ 4.7 million, $ 4.0 million and $ 4.5 million in 2025, 2024 and 2023, respectively. These amounts include expense related to discontinued operations of $ 0.0 million, $ 0.1 million and $ 0.3 million in 2025, 2024 and 2023, respectively.
As of December 31, 2025, there was $ 2.7 million of total future compensation cost related to unvested share-based awards to be recognized over a weighted-average period of 0.91 years.
Restricted Share Units and Performance-Based Restricted Share Units
Restricted share units vest at a rate of 25 % after the first year, 50 % after the second year, 75 % after the third year and 100 % after the fourth year from the date of grant and are subject to forfeiture restrictions which lapse over time. The vesting of performance-based restricted share units is determined in three years based on relative total shareholder return for Crane Company compared to the S&P Midcap 400 Capital Goods Group, with payout potential ranging from 0 % to 200 % but capped at 100 % if our three-year total shareholder return is negative.
Included in our share-based compensation was expense recognized for our restricted share unit and performance-based restricted share unit awards of $ 22.1 million, $ 18.5 million and $ 14.5 million in 2025, 2024 and 2023, respectively. These amounts include expense related to discontinued operations of $ 0.0 million, $ 0.3 million and $ 0.9 million in 2025, 2024 and 2023, respectively.
The tax benefit for the vesting of the restricted share units was $ 7.7 million, $ 6.5 million and $ 2.0 million as of December 31, 2025, 2024 and 2023, respectively.
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.
71
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Changes in our restricted share units for the year ended December 31, 2025, were as follows:
Restricted Share Unit Activity Restricted
Share Units
(in 000’s) Weighted
Average
Grant-Date
Fair Value
Restricted share units as of January 1, 2025 390 $ 97.47
Restricted share units granted 74 170.77
Restricted share units vested ( 129 ) 81.45
Restricted share units forfeited ( 18 ) 102.23
Performance-based restricted share units granted 75 145.88
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
Liability Performance-Based Restricted Share Units
As a result of Separation, certain executives hold performance-based restricted share units (“PRSUs”) that have undergone an equity-to-liability modification and are denominated in Crane NXT, Co. stock. As the PRSUs vest based on the performance of Crane NXT, Co.’s stock, the PRSUs are classified as a liability. The fair value of the PRSU liability was estimated based on a Monte Carlo simulation, which models multiple stock price paths of Crane NXT, Co.’s stock and that of its peer group to evaluate and determine its ultimate expected relative TSR. The awards are fair valued throughout the vesting period via the Monte Carlo simulation.
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.
Note 9 - Leases
Arrangements that explicitly or implicitly relate to property, plant and equipment are assessed at inception to determine if the arrangement is or contains a lease. Generally, we enter into operating leases as the lessee and recognize right-of-use assets and lease liabilities based on the present value of future lease payments over the lease term.
We lease certain vehicles, equipment, manufacturing facilities, and non-manufacturing facilities. We have leases with both lease components and non-lease components, such as common area maintenance, utilities, or other repairs and maintenance. For all asset classes, we applied the practical expedient to account for each separate lease component and its associated non-lease component(s) as a single lease component.
We identify variable lease payments, such as maintenance payments based on actual activities performed or costs incurred, at lease commencement by assessing the nature of the payment provisions, including whether the payments are subject to a minimum.
Certain leases include options to renew for an additional term or company-controlled options to terminate. We generally determine it is not reasonably certain to assume the exercise of renewal options because there is no economic incentive to renew. As termination options often include penalties, we generally determine it is reasonably certain that termination options will not be exercised because there is an economic incentive not to terminate. Therefore, these options generally do not impact the lease term or the determination or classification of the right-of-use asset and lease liability.
We do not enter arrangements where restrictions or covenants are imposed by the lessor that, for example, relate to incurring additional financial obligations. Furthermore, we also have not entered into any significant sublease arrangements.
We use our collateralized incremental borrowing rate based on the information available at commencement date to determine the present value of future payments and the appropriate lease classification. The rate implicit in the lease is generally unknown, as we generally operate in the capacity of the lessee.
72
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Our Consolidated Balance Sheet includes the following related to leases:
(in millions) December 31, Classification 2025 2024
Assets
Operating right-of-use assets Other assets $ 64.8 $ 69.1
Liabilities
Current lease liabilities Accrued liabilities $ 13.6 $ 13.0
Long-term lease liabilities Other liabilities 54.4 59.3
Total lease liabilities $ 68.0 $ 72.3
The components of lease cost were as follows:
(in millions) December 31, 2025 2024 2023
Operating lease cost $ 19.4 $ 17.2 $ 16.0
Variable lease cost 5.5 7.1 5.1
Total lease cost $ 24.9 $ 24.3 $ 21.1
The weighted average remaining lease terms and discount rates for our operating leases were as follows:
December 31, 2025 2024
Weighted-average remaining lease term - operating leases (in years) 6.5 6.9
Weighted-average discount rate - operating leases 4.4 % 4.3 %
Supplemental cash flow information related to our operating leases were as follows:
(in millions) December 31, 2025 2024 2023
Cash paid for amounts included in measurement of operating lease liabilities - operating cash flows $ 17.8 $ 16.4 $ 14.0
Right-of-use assets obtained in exchange for new operating lease liabilities $ 6.4 $ 20.8 $ 16.7
Future minimum operating lease payments are as follows:
(in millions) December 31, 2025
2026 $ 17.7
2027 16.7
2028 12.6
2029 8.8
2030 6.6
Thereafter 21.1
Total future minimum operating lease payments $ 83.5
Imputed interest 15.5
Present value of lease liabilities reported $ 68.0
73
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 10 – Income Taxes
Provision for Income Taxes
Our income before taxes is as follows:
(in millions) For year ended December 31, 2025 2024 2023
U.S. operations $ 312.8 $ 207.0 $ 127.1
Non-U.S. operations 120.0 131.5 106.0
Total $ 432.8 $ 338.5 $ 233.1
Our provision (benefit) for income taxes consists of:
(in millions) For the year ended December 31, 2025 2024 2023
Current:
U.S. federal tax $ 58.7 $ 39.7 $ 36.0
U.S. state and local tax 6.7 4.0 3.8
Non-U.S. tax 37.8 38.2 36.1
Total current 103.2 81.9 75.9
Deferred:
U.S. federal tax 1.2 ( 7.4 ) ( 13.0 )
U.S. state and local tax 0.1 ( 1.7 ) ( 1.5 )
Non-U.S. tax ( 3.4 ) ( 2.5 ) ( 4.2 )
Total deferred ( 2.1 ) ( 11.6 ) ( 18.7 )
Total provision for income taxes $ 101.1 $ 70.3 $ 57.2
74
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 %
Tax Credits
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
Statutory U.S. federal tax rate 21.0 % 21.0 %
Increase (reduction) from:
Income taxed at non-U.S. rates 2.4 % 4.1 %
Non-U.S. income inclusion, net of tax credits 0.4 % ( 1.7 ) %
State and local taxes, net of federal benefit 0.5 % 0.7 %
U.S. research and development tax credit ( 1.3 ) % ( 0.8 ) %
U.S. deduction for foreign - derived intangible income ( 1.5 ) % ( 1.9 ) %
Non-deductible expenses 2.5 % 4.4 %
Equity Compensation ( 2.6 ) % ( 2.1 ) %
Other ( 0.7 ) % 0.8 %
Effective tax rate 20.8 % 24.5 %
75
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
State 5.3
Foreign:
France 5.8
United Kingdom 7.6
Other foreign jurisdictions 24.0
Total $ 96.5
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. earnings:
(in millions) Permanently reinvested Not permanently reinvested
Amount of earnings $ 232.9 $ 803.7
Associated tax NA * $ 10.3
* Determination of U.S. income taxes and non-U.S. withholding taxes due upon repatriation of this $ 232.9 million of earnings is not practicable because the amount of such taxes depends upon circumstances existing in numerous taxing jurisdictions at the time the remittance occurs.
Tax Related to Comprehensive Income
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.
76
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Deferred Taxes and Valuation Allowances
The components of deferred tax assets and liabilities included in our Consolidated Balance Sheets are as follows:
(in millions) December 31, 2025 2024
Deferred tax assets:
Tax loss and credit carryforwards $ 40.5 $ 45.5
Inventories 33.1 30.0
Deferred tax asset related to the sale of a subsidiary — 7.2
Capitalized research and development 20.6 28.1
Stock Based Compensation 6.0 5.8
Other 13.9 13.8
Total $ 114.1 $ 130.4
Less: valuation allowance 40.9 46.2
Total deferred tax assets, net of valuation allowance $ 73.2 $ 84.2
Deferred tax liabilities:
Basis difference in fixed assets $ ( 28.4 ) $ ( 28.2 )
Basis difference in intangible assets ( 65.0 ) ( 67.4 )
Pension and post-retirement benefits ( 11.9 ) ( 2.0 )
Deferred tax on non-U.S. unremitted earnings ( 10.3 ) ( 10.2 )
Total deferred tax liabilities $ ( 115.6 ) $ ( 107.8 )
Net deferred tax asset (liability) $ ( 42.4 ) $ ( 23.6 )
Balance sheet classification:
Long-term deferred tax assets 3.5 11.2
Long-term deferred tax liability ( 45.9 ) ( 34.8 )
Net deferred tax asset (liability) $ ( 42.4 ) $ ( 23.6 )
77
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. federal, U.S. state, and non-U.S. tax loss and credit carryforwards that will expire, if unused, as follows:
(in millions)
Year of expiration U.S.
Federal
Tax
Credits U.S.
State
Tax
Credits U.S.
State
Tax Effected
Losses Non- U.S.
Tax Effected
Losses Total
2026-2030 $ — $ 0.4 $ 1.1 $ 0.8 $ 2.3
After 2030 1.3 0.3 5.6 0.2 7.4
Indefinite — 15.7 2.5 12.6 30.8
Deferred tax asset on tax carryforwards $ 1.3 $ 16.4 $ 9.2 $ 13.6 $ 40.5
Unrecognized Tax Benefits
A reconciliation of the beginning and ending amount of our gross unrecognized tax benefits, excluding interest and penalties, is as follows:
(in millions) 2025 2024 2023
Balance of liability as of January 1, $ 8.4 $ 7.9 $ 6.9
Increase as a result of tax positions taken during a prior year 0.2 0.1 0.2
Decrease as a result of tax positions taken during a prior year — ( 0.4 ) ( 0.1 )
Increase as a result of tax positions taken during the current year 2.1 1.9 1.7
Decrease as a result of settlements with taxing authorities — — —
Reduction as a result of a lapse of the statute of limitations ( 0.4 ) ( 1.1 ) ( 0.8 )
Balance of liability as of December 31, $ 10.3 $ 8.4 $ 7.9
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.
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, 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
Our income tax returns are generally subject to examination by the U.S. federal, U.S. state and local, and non-U.S. tax authorities. Prior to the separation, Crane Company was included in Crane NXT Co.’s consolidated federal income tax group and consolidated tax return. However, as a result of the separation, as described above in Note 1, Crane Company became an independent public company required to file its own corporate income tax returns. Subject to certain limitations and conditions, we have agreed to indemnify Crane NXT Co., for certain pre-separation tax liabilities. For these reasons, and with few exceptions, the years for which we filed returns that are open to examination are as follows:
Jurisdiction Year
U.S. state and local 2019 - 2024
Non-U.S. 2019 - 2024
Currently, we and our subsidiaries are under examination in Canada (2013 through 2018) .
78
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 11 – Accrued Liabilities
Accrued liabilities consist of:
(in millions) December 31, 2025 2024
Employee related expenses $ 117.1 $ 116.2
Current lease liabilities 13.6 13.0
Contract liabilities 46.0 36.3
Environmental liabilities 7.8 7.9
Other 84.8 129.8
Total $ 269.3 $ 303.2
Note 12 – Other Liabilities
A summary of the other liabilities is as follows:
(in millions) December 31, 2025 2024
Environmental $ 5.1 $ 8.6
Long-term lease liabilities 54.4 59.3
Other 28.2 38.2
Total $ 87.7 $ 106.1
Note 13 - Commitments and Contingencies
Environmental Matters
For environmental matters, we record a liability for estimated remediation costs when it is probable that we will be responsible for such costs and they can be reasonably estimated. Generally, third party specialists assist in the estimation of remediation costs. 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”). 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. Such covenants and obligations include obligations of Crane Company to indemnify Redco and its affiliates for all other historical liabilities of Redco, which include certain potential environmental liabilities. Crane Holdings, Co. guaranteed the full payment and performance of Crane Company’s indemnification obligations under the Redco Purchase Agreement. On April 3, 2023, Crane Holdings, Co. completed the Separation, pursuant to which, among other things, all outstanding shares of Crane Company were distributed to Crane Holdings, Co.’s stockholders. Upon completion of the Separation, pursuant to the terms of the Redco Purchase Agreement, Crane Holdings, Co. was released from its guarantee of Crane Company’s indemnification obligations under the Redco Purchase Agreement. Prior to the effective date of the Redco Sale, the U.S. Department of Justice agreed that Crane Holdings, Co. and, following completion of the Separation, Crane Company will be primarily liable for the Goodyear Site. The New Jersey Department of Environmental Protection agreed to transfer the liability of the Roseland Site to Crane Holdings, Co., and to further transfer this environmental liability to Crane Company upon effectiveness of the Separation. The potential liability for the Crab Orchard Site referenced below remains a direct obligation of Redco. As noted above, however, Crane Company has agreed to indemnify Redco and Redco Buyer against the Goodyear, Roseland, and Crab Orchard environmental liabilities. Thus, references below in this Note 13 to “we”, and “us” refer to Crane Company in its capacity as the primarily responsible party for the Goodyear and Roseland Sites, and as indemnitor to and agent for the Redco Buyer on the Crab Orchard Site.
Goodyear Site
The Goodyear Site was operated by UniDynamics/Phoenix, Inc. (“UPI”), which became an indirect subsidiary in 1985 when Crane Co. (n/k/a Redco) acquired UPI’s parent company, UniDynamics Corporation. UPI was an indirect subsidiary of Crane
79
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Holdings, Co. pre-Separation and became an indirect subsidiary of Crane Company following completion of the Separation. UPI manufactured explosive and pyrotechnic compounds, including components for critical military programs, for the U.S. Government at the Goodyear Site from 1962 to 1993, under contracts with the U.S. Department of Defense and other government agencies and certain of their prime contractors. In 1990, the U.S. Environmental Protection Agency (“EPA”) issued administrative orders requiring UPI to design and conduct certain remedial actions, which UPI has done. Groundwater extraction and treatment systems have been in operation at the Goodyear Site since 1994. On July 26, 2006, we entered a consent decree with the EPA with respect to the Goodyear Site providing for, among other things, a work plan for further investigation and remediation activities (inclusive of a supplemental remediation investigation and feasibility study). During the third quarter of 2014, the EPA issued a Record of Decision (“ROD”) amendment permitting, among other things, additional source area remediation resulting in us recording a charge of $ 49.0 million, extending the accrued costs through 2022. Following the 2014 ROD amendment, we continued our remediation activities and explored an alternative strategy to accelerate remediation of the site. During the fourth quarter of 2019, we received conceptual agreement from the EPA on our alternative remediation strategy which is expected to further reduce the contaminant plume. Accordingly, in 2019, we recorded a pre-tax charge of $ 18.9 million, net of reimbursements, to extend our forecast period through 2027 and reflect our revised workplan. The remediation of the PGA North Site comprises two main remedial components: a plume management and remediation system (in accordance with the requirements of the 2006 Consent Decree) and source area remediation (to comply with the requirements of the 2014 ROD Amendment). The 2019 conceptual agreement and modified remedial approach focused on enhanced extraction of contaminated groundwater and targeted reinjection of treated groundwater and was designed to accelerate remedial progress at the site. The modified remedial approach required certain capital investments and infrastructure upgrades across the broader plume area, with the final components of this approach commissioned in 2022. In addition, the modified source area treatment remedy was commissioned in late 2023. As part of our approved remedial plans, the Company is required to conduct periodic groundwater monitoring to demonstrate the effectiveness of these system enhancements and provide the EPA with a report evaluating remedial performance, restoration time frames and potential inefficiencies (which may warrant further system upgrade or modifications). The year 2027 was selected as a milestone to enable the collection of 3 to 4 years of post-commissioning data, analysis of data and submission of a performance monitoring report to the EPA with recommendations. 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, 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. Government. The current portion of the total estimated liability was $ 7.8 million as of December 31, 2025 and 2024, 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.
On July 31, 2006, we entered into a consent decree with the U.S. Department of Justice on behalf of the Department of Defense and the Department of Energy pursuant to which, among other things, the U.S. Government reimburses us for 21 % of qualifying costs of investigation and remediation activities at the Goodyear Site. As of December 31, 2025 and 2024, we recorded a receivable of $ 2.3 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. The receivable is reduced as reimbursements and other payments from the U.S. Government are received.
80
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Other Environmental Matters
Roseland, NJ Site
The Roseland Site was operated by Resistoflex Corporation (“Resistoflex”), which became an indirect subsidiary in 1985 when Crane Co. (n/k/a Redco) acquired Resistoflex’s parent company, UniDynamics Corporation. Resistoflex manufactured specialty lined pipe and fittings at the site from the 1950s until it was closed in the mid-1980s. We undertook an extensive soil remediation effort at the Roseland Site following our closure and had been monitoring the Site’s condition in the years that followed. 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 (“NJDEP”) guidelines and directives. 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
Crane Co. (n/k/a Redco) has been identified as a potentially responsible party (“PRP”) with respect to environmental contamination at the Crab Orchard National Wildlife Refuge Superfund Site (the “Crab Orchard Site”). The Crab Orchard Site is located near Marion, Illinois, and consists of approximately 55,000 acres. Beginning in 1941, the United States used the Crab Orchard Site for the production of ordnance and other related products for use in World War II. In 1947, about half of the Crab Orchard Site was leased to a variety of industrial tenants whose activities (which continue to this day) included manufacturing ordnance and explosives. UniDynamics Corporation formerly leased portions of the Crab Orchard Site and conducted manufacturing operations at the Crab Orchard Site from 1952 until 1964. General Dynamics Ordnance and Tactical Systems, Inc. (“GD-OTS”) is in the process of conducting a remedial investigation and feasibility study (“RI-FS”) for portions of the Crab Orchard Site, which include areas where UniDynamics maintained operations, pursuant to an Administrative Order on Consent (the “AOC”). A remedial investigation report was approved in February 2015, and work on the feasibility study is underway. It is unclear when the final feasibility study will be completed, or when a final Record of Decision (“ROD”) may be issued. As noted above, we have agreed to indemnify Redco against the Crab Orchard environmental liabilities, and accordingly we act as Redco’s agent with respect to such liabilities.
GD-OTS asked Crane Co. (n/k/a Redco) to participate in a voluntary, multi-party mediation exercise with respect to response costs that GD-OTS has incurred or will incur in performing its obligations under the AOC, and Crane Co. (n/k/a Redco), the U.S. Government, and other PRPs entered into a non-binding mediation agreement in 2015 (we have since stepped into Redco’s position as a participant in the mediation). The first phase of the mediation, involving certain former munitions or ordnance storage areas, began in November 2017, but did not result in a multi-party settlement agreement. Subsequently, Redco entered discussions directly with GD-OTS and reached an agreement, as of July 13, 2021, to contribute toward GD-OTS’s past RI-FS costs associated with the first-phase areas for an immaterial amount. 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.
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 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. 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). 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
81
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 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 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 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 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)
For the year ended December 31, 2025 2024
Site clean-up and remediation costs $ 4.7 $ 18.7
Impairment and Repairs of property, plant and equipment 0.9 2.3
Impairment and rework of inventory 0.1 1.8
Other 0.3 0.5
Total expenses and losses $ 6.0 $ 23.3
Insurance recoveries received $ ( 6.0 ) $ ( 20.0 )
Insurance recoveries to be received — 2.8
Loss from natural disaster, net of insurance recoveries $ — $ 0.5
Insurance proceeds for lost profits $ 9.3 $ —
Gain from insurance recoveries on impaired property, plant and equipment $ 2.9 $ —
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Other Proceedings
We regularly review the status of lawsuits, claims and proceedings that have been or may be asserted against us relating to the conduct of our business, including those pertaining to product liability, including government contracting violations, patent infringement, commercial, employment, employee benefits, environmental and stockholder matters. We record a provision for a liability for such matters when it is considered probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions, if any, are reviewed quarterly and adjusted as additional information becomes available. If either or both of the criteria are not met, we assess whether there is at least a reasonable possibility that a loss, or additional losses, may have been incurred. 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 December 31, 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.
Note 14 – Financing
Our debt as of December 31, 2025 and 2024 consisted of the following:
(in millions) December 31, 2025 2024
Term Facility (a)
$ 898.2 $ 247.0
Revolving Facility 250.0 —
Total long-term debt $ 1,148.2 $ 247.0
(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. 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,
83
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.
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. The standby letters of credit were issued pursuant to Letter of Credit Reimbursement Agreements.
As of December 31, 2025, our total debt to total capitalization ratio was 35.8 %, computed as follows:
(in millions)
Total debt $ 1,148.2
Equity 2,063.4
Capitalization $ 3,211.6
Total indebtedness to capitalization 35.8 %
Note 15 - Fair Value Measurements
Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are to be considered from the perspective of a market participant that holds the asset or owes the liability. 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.
The standards describe three levels of inputs that may be used to measure fair value:
Level 1 : Quoted prices in active markets for identical or similar assets and liabilities.
Level 2 : 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. Level 2 assets and liabilities include over-the-counter derivatives, principally forward foreign exchange contracts, whose value is determined using pricing models with inputs that are generally based on published foreign exchange rates and exchange traded prices, adjusted for other specific inputs that are primarily observable in the market or can be derived principally from or corroborated by observable market data.
Level 3 : Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
Valuation Technique
The carrying value of our financial assets and liabilities, including cash and cash equivalents, accounts receivable, commercial paper and accounts payable approximate fair value, without being discounted, due to the short periods during which these amounts are outstanding.
We are exposed to certain risks related to our ongoing business operations, including market risks related to fluctuation in currency exchange. We use foreign exchange contracts to manage the risk of certain cross-currency business relationships to minimize the impact of currency exchange fluctuations on our earnings and cash flows. 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 $ 21.2 million and $ 18.3 million as of December 31, 2025 and 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 Consolidated Balance Sheets and was $ 1.7 million as of December 31, 2025. The Company had no such derivative receivable as of December 31, 2024. 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 16 – Subsequent Events
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.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.