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Item 1. Financial Statements

2025-11-05 compared with 2025-08-06 · 139 added, 85 removed, 638 unchanged (26% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

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

8 unchanged sentences

Interest expense ( 16.2 ) ( 13.4 ) ( 44.1 ) ( 35.7 )

Miscellaneous income (expense), net 1.1 ( 0.2 ) 3.2 0.4

Miscellaneous income, net 0.6 1.3 3.8 1.7

Total other expense, net ( 15.3 ) ( 11.7 ) ( 39.6 ) ( 32.6 )

15 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2025 2024 2025 2024

3 unchanged sentences

Changes in pension and postretirement plan assets and benefit obligation, net of tax ( 0.3 ) ( 3.0 ) ( 0.8 ) ( 3.9 )

Other comprehensive income (loss), net of tax 49.7 ( 9.1 ) 80.6 ( 36.2 )

Other comprehensive (loss) income, net of tax ( 5.6 ) 39.2 75.0 3.0

Comprehensive income before allocation to noncontrolling interest 45.3 86.3 172.6 129.5

5 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions) June 30,

(in millions) September 30,

2025 December 31,

1 unchanged sentence

Cash and cash equivalents $ 182.4 $ 165.8

Accounts receivable, net of allowance for credit losses of $ 9.2 as of June 30, 2025 and $ 7.7 as of December 31, 2024

Accounts receivable, net of allowance for credit losses of $ 8.7 as of September 30, 2025 and $ 7.7 as of December 31, 2024

and foreign taxes on income 9.3 8.6

20 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

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

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

2025 December 31,

31 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

September 30,

(in millions) 2025 2024

24 unchanged sentences

Effect of exchange rates on cash, cash equivalents and restricted cash 15.1 2.4

Decrease in cash, cash equivalents and restricted cash ( 8.9 ) ( 44.1 )

Increase (decrease) in cash, cash equivalents and restricted cash 21.4 ( 53.2 )

Cash, cash equivalents and restricted cash at beginning of period 1

5 unchanged sentences

2 Includes both current and non-current balances of restricted cash.

Current restricted cash, included within “Other current assets” in our Unaudited Condensed Consolidated Balance Sheets, was $ 0.9 million and $ 1.4 million as of June 30, 2025, and 2024, respectively.

Non-current restricted cash, included within “Other assets” in our Unaudited Condensed Consolidated Balance Sheets, was $ 11.1 million and $ 6.2 million as of June 30, 2025, and 2024, respectively.

Current restricted cash, included within “Other current assets” in our Unaudited Condensed Consolidated Balance Sheets, was $ 2.6 million and $ 2.2 million as of September 30, 2025, and 2024, respectively.

Non-current restricted cash, included within “Other assets” in our Unaudited Condensed Consolidated Balance Sheets, was $ 9.8 million and $ 6.7 million as of September 30, 2025, and 2024, respectively.

See Notes to Unaudited Condensed Consolidated Financial Statements.

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

September 30,

(in millions) 2025 2024

45 unchanged sentences

Balance as of June 30, 2025 $ 72.4 $ 1,712.7 $ 295.5 $ ( 92.0 ) $ ( 813.7 ) $ 1,174.9 $ 1.8 $ 1,176.7

Noncontrolling interest of acquired entity — — — — — — ( 3.8 ) ( 3.8 )

Net income — — 50.5 — — 50.5 0.4 50.9

Cash dividends ($ 0.17 per share)

— — ( 9.7 ) — — ( 9.7 ) — ( 9.7 )

Exercise of stock options of 32,133 shares

— — — — 0.9 0.9 — 0.9

Impact from settlement of share-based awards, net of shares acquired — ( 0.7 ) — — 0.6 ( 0.1 ) — ( 0.1 )

Stock-based compensation expense — 3.2 — — — 3.2 — 3.2

Changes in pension and postretirement plan assets and benefit obligation, net of tax — — — ( 0.3 ) — ( 0.3 ) ( 0.3 )

Currency translation adjustment — — — ( 5.3 ) — ( 5.3 ) — ( 5.3 )

Balance as of September 30, 2025 $ 72.4 $ 1,715.2 $ 336.3 $ ( 97.6 ) $ ( 812.2 ) $ 1,214.1 $ ( 1.6 ) $ 1,212.5

(in millions) Common

26 unchanged sentences

Balance as of June 30, 2024 $ 72.4 $ 1,716.8 $ 182.0 $ ( 154.8 ) $ ( 826.6 ) 989.8

Net income attributable to common shareholders — — 47.1 — — 47.1

Cash dividends ($ 0.16 per share)

— — ( 9.1 ) — — ( 9.1 )

Exercise of stock options of 41,207 shares

— — — — 1.1 1.1

Impact from settlement of share-based awards, net of shares acquired — ( 1.2 ) — — 1.2 —

Stock-based compensation expense — 2.6 — — — 2.6

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

Currency translation adjustment — — — 42.2 — 42.2

Balance as of September 30, 2024 $ 72.4 $ 1,718.2 $ 220.0 $ ( 115.6 ) $ ( 824.3 ) 1070.7

See Notes to Unaudited Condensed Consolidated Financial Statements.

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The standard is effective for all public entities for annual periods beginning after December 15, 2024, on a prospective basis, with a retrospective option, and early adoption permitted for annual financial statements that have not yet been issued.

The Company is currently evaluating the potential impact of this standard on its Financial Statements and Disclosures.

We do not expect the new standard to have a material impact on our disclosures.

4 unchanged sentences

The Company is currently evaluating the potential impact of this standard on its Financial Statements and Disclosures.

The Company considered the applicability and impact of 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 Unaudited Condensed Consolidated Statements of Operations, Balance Sheets and Cash Flows.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Improvements to the Accounting for Internal-Use Software .

The update eliminates the previous project stage model and introduces a “probable-to-complete” threshold for capitalization.

It also consolidates guidance for website development costs under Subtopic 350-40.

The ASU is effective for fiscal years beginning after December 15, 2027.

The Company is currently evaluating the potential impact of this standard on its Financial Statements and Disclosures.

Note 2 - Related Parties

After the Separation, SpinCo and its subsidiaries became related parties.

As of June 30, 2025 and December 31, 2024, we had outstanding receivables from SpinCo and its subsidiaries of $ 3.2 million and $ 0.7 million, respectively, related to indemnification under the Tax Matters Agreement.

As of September 30, 2025 and December 31, 2024, we had outstanding net receivables from SpinCo and its subsidiaries of $ 3.3 million and $ 0.7 million, respectively, related to indemnification under the Tax Matters Agreement.

Note 3 - Acquisitions

Antares Vision Acquisition

On September 12, 2025, Crane NXT entered into definitive agreements to acquire Antares Vision S.p.A.

(“Antares Vision”), a publicly traded Italian joint stock company listed on the Italian stock exchange, through a phased transaction.

In the initial phase, Crane NXT will acquire 32.5 % of Antares Vision’s outstanding shares from Regolo S.p.A.

and Sargas S.r.l.

at a price of € 5.00 per share, for total consideration of approximately € 120 million pursuant to the terms of the executed Sale and Purchase Agreements.

Following this initial investment, Crane NXT intends to initiate a mandatory tender offer under applicable Italian law to acquire the remaining publicly traded shares at the same per-share price.

Upon completion of the mandatory tender offer Crane NXT will implement steps aimed at delisting Antares Vision and will acquire the remaining stake owned by Regolo S.p.A..

As a result of the transaction, Antares Vision will become a subsidiary of Crane NXT.

Antares Vision is a global provider of inspection and detection systems that ensure product safety and quality control.

Antares Vision also provides track and trace software solutions that help prevent counterfeiting and provides visibility of products throughout the supply chain.

The transaction advances Crane NXT’s strategy to provide trusted technology solutions that secure, detect and authenticate its customers’ most valuable assets, and expands the Company’s portfolio in growing end markets, including Life Sciences and Food and Beverage.

The total enterprise value of Antares Vision, inclusive of equity and net debt, is approximately € 445 million.

The first phase of the transaction is expected to close in the fourth quarter of 2025 with the final phase of the transaction anticipated in the first half of 2026, subject to customary closing conditions and regulatory approvals.

Crane NXT has access to the Bridge Facility (as described in Note 13, “Financing”) to fund the acquisition until permanent financing arrangements are completed.

De La Rue Acquisition

2 unchanged sentences

We utilized a $ 400.4 million delayed draw term loan (as defined in Note 13, “Financing”) to fund the acquisition.

In September 2025, we received $ 2.9 million related to the final working capital adjustment of the DLR acquisition, resulting in net cash paid of $ 391.1 million.

DLR is a leading global provider of digital and physical security and authentication technologies to governments and brands, and expands our portfolio of authentication solutions.

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As such, we have consolidated the Joint Venture and recorded a noncontrolling interest in our Condensed Consolidated Financial Statements.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Allocation of Consideration Transferred to Net Assets Acquired

21 unchanged sentences

Total acquired intangible assets $ 184.4

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

10 unchanged sentences

The technology assets are being amortized on a straight-line basis (which approximates the economic pattern of benefits) over the estimated economic life of 5 years.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OpSec Acquisition

On May 3, 2024, we acquired OpSec Security (“OpSec”) for a base purchase price of $ 270 million on a cash-free and debt-free basis, subject to customary purchase price adjustments .

On May 3, 2024, we acquired OpSec Security (“OpSec”) for a base purchase price of $ 270 million on a cash-free and debt-free basis.

The amount paid, net of cash acquired and working capital adjustments, was $ 268.4 million.

22 unchanged sentences

Goodwill from this acquisition is not deductible for tax purposes.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Th e 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:

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OpSec results of operations have been included in our financial statements for the period subsequent to the completion of the acquisition on May 3, 2024.

During the period since acquisition, DLR contributed net sales of $ 17.5 million and had an operating loss of $ 6.3 million for the three months ended June 30, 2025.

The operating loss was driven by acquisition related amortization and transaction costs.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

During the period since acquisition, DLR contributed net sales of $ 28.3 million and $ 45.8 million for the three-and-nine months ended September 30, 2025, respectively, resulting in operating loss of $ 3.1 million and $ 9.4 million for the three-and-nine months ended September 30, 2025, respectively.

The operating loss was driven by acquisition related amortization, fair value step-up and transaction costs.

The following unaudited pro forma consolidated and combined information assumes that the DLR acquisition was completed on January 1, 2024 and the OpSec acquisition was completed on January 1, 2023.

The unaudited pro forma consolidated and combined information is provided for illustrative purposes only and is not indicative of our actual consolidated and combined results of operations or consolidated financial position.

Three Months Ended Six Months Ended

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2025 2024 2025 2024

2 unchanged sentences

Acquisition-Related Costs

For the three-and-six months ended June 30, 2025, we recorded $ 12.4 million and $ 13.1 million, respectively, of acquisition-related costs.

For the three-and-six months ended June 30, 2024, we recorded $ 6.1 million and $ 10.0 million, respectively of acquisition-related costs.

For the three-and-nine months ended September 30, 2025, we recorded $ 6.1 million and $ 19.2 million, respectively, of acquisition-related costs.

For the three-and-nine months ended September 30, 2024, we recorded $ 6.1 million and $ 16.1 million, respectively, of acquisition-related costs.

Acquisition-related costs are recorded within “Selling, general and administrative” in our Unaudited Condensed Consolidated Statements of Operations.

Note 4 - Segment Results

As of June 30, 2025, we had two reportable segments:

As of September 30, 2025, we had two reportable segments:

Crane Payment Innovations and Security and Authentication Technologies.

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Corporate consists of corporate office expenses including compensation and benefits for corporate employees, occupancy, professional services and other administrative costs.

A brief description of each of our segments as of June 30, 2025 is as follows:

A brief description of each of our segments as of September 30, 2025 is as follows:

Crane Payment Innovations (CPI)

2 unchanged sentences

Key research and development and manufacturing facilities are located in the United States, the United Kingdom, Mexico, Japan, and Germany, with additional sales offices across the world.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Security and Authentication Technologies (SAT)

3 unchanged sentences

Key research and development and manufacturing facilities are located in the United States, United Kingdom, Sweden and Malta.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Financial information by reportable segment is set forth below:

(in millions) Three months ended June 30, 2025

(in millions) Three months ended September 30, 2025

Crane Payment Innovations Security and Authentication Technologies Total

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Income before income taxes $ 66.6

(in millions) Three months ended June 30, 2024

(in millions) Three months ended September 30, 2024

Crane Payment Innovations Security and Authentication Technologies Total

9 unchanged sentences

Interest expense ( 13.4 )

Miscellaneous expense, net ( 0.2 )

Miscellaneous income, net 1.3

Income before income taxes $ 63.3

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions) Six months ended June 30, 2025

(in millions) Nine months ended September 30, 2025

Crane Payment Innovations Security and Authentication Technologies Total

11 unchanged sentences

Income before income taxes $ 127.5

(in millions) Six months ended June 30, 2024

(in millions) Nine months ended September 30, 2024

Crane Payment Innovations Security and Authentication Technologies Total

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Includes other cost of operations such as manufacturing costs, amortization expenses, shipping and handling costs, and certain overhead expenses, as well as corporate allocations.

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

(in millions) 2025 2024 2025 2024

5 unchanged sentences

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Six months ended June 30,

Nine months ended September 30,

(in millions) 2025 2024

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Total $ 27.5 $ 30.3

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

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

Crane Payment Innovations $ 1,166.7 $ 1,187.1

2 unchanged sentences

Total $ 2,917.7 $ 2,386.5

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

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

Crane Payment Innovations $ 627.8 $ 609.1

4 unchanged sentences

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

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2025 2024 2025 2024

10 unchanged sentences

The transaction price allocated to remaining performance obligations represents the transaction price of firm orders which have not yet been fulfilled.

As of June 30, 2025, our performance obligations were $ 591.6 million.

As of September 30, 2025, our performance obligations were $ 557.0 million.

We expect to recognize approximately 57 % of our remaining performance obligations as revenue in 2025, and 43 % in 2026.

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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.

government through subcontracts, and certain international government contracts, 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.

3 unchanged sentences

Net contract assets and contract liabilities consisted of the following:

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

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

Contract assets $ 58.2 $ 37.8

1 unchanged sentence

Long-term contract liabilities $ 20.2 $ 13.5

We recognized revenue of $ 26.3 million and $ 50.8 million during the three-and-six months ended June 30, 2025, respectively, related to contract liabilities as of December 31, 2024.

We recognized revenue of $ 7.2 million and $ 58.0 million during the three-and-nine months ended September 30, 2025, respectively, related to contract liabilities as of December 31, 2024.

Note 6 - Earnings Per Share

3 unchanged sentences

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

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

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

5 unchanged sentences

Earnings per diluted share $ 0.87 $ 0.81 $ 1.68 $ 2.19

Stock options, restricted share units, deferred stock units and performance-based restricted share units that were excluded from the calculation of diluted earnings per share because their effect is anti‑dilutive were 0.5 million and 0.4 million, respectively, for the three-and-six-months ended June 30, 2025, and $ 0.3 million for the three-and-six-months ended 2024.

Stock options, restricted share units, deferred stock units and performance-based restricted share units that were excluded from the calculation of diluted earnings per share because their effect is anti‑dilutive were 0.2 million for the three-month periods ended September 30, 2025 and 2024, and 0.3 million for the nine-month periods ended September 30, 2025 and 2024.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

7 unchanged sentences

Net period other comprehensive (loss) income ( 0.8 ) 75.8 75.0

Balance as of June 30, 2025 $ 0.2 $ ( 92.2 ) $ ( 92.0 )

(a) Net of tax detriment of $ 1.2 million and $ 1.3 million as of June 30, 2025 and December 31, 2024, respectively.

The table below illustrates the amounts reclassified out of each component of accumulated other comprehensive loss for the three-and-six month periods ended June 30, 2025, and 2024.

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

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

Balance as of September 30, 2025 $ ( 0.1 ) $ ( 97.5 ) $ ( 97.6 )

(a) Net of tax detriment of $ 1.1 million and $ 1.3 million as of September 30, 2025 and December 31, 2024, respectively.

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

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

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

(in millions) 2025 2024 2025 2024

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Net gain ( 0.3 ) ( 0.2 ) ( 0.6 ) ( 0.6 )

Other — ( 1.4 ) — ( 1.4 )

Total before tax $ ( 0.4 ) $ ( 2.0 ) $ ( 1.0 ) $ ( 3.1 )

2 unchanged sentences

Note 8 - Pension and Postretirement Benefits

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

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

Pension Postretirement

5 unchanged sentences

Amortization of net loss (gain) 0.1 0.1 ( 0.3 ) ( 0.2 )

Other — ( 1.4 ) — —

Settlement gain — — — —

1 unchanged sentence

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

Pension Postretirement

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Amortization of net loss (gain) 0.2 0.2 ( 0.6 ) ( 0.6 )

Other — ( 1.4 ) — —

Settlement gain ( 0.1 ) — — —

Net periodic expense (benefit) $ 0.3 $ ( 1.1 ) $ ( 0.2 ) $ ( 0.8 )

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

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

Service cost is recorded within “Cost of sales” and “Selling, general and administrative” in our Unaudited Condensed Consolidated Statements of Operations.

2 unchanged sentences

Expected contributions in 2025

Amounts contributed during the six months ended June 30, 2025

Amounts contributed during the nine months ended September 30, 2025

Note 9 - Income Taxes

2 unchanged sentences

Our effective tax rates are as follows:

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

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

2025 2024 2025 2024

Effective Tax Rate 23.6 % 25.5 % 23.4 % 23.5 %

The difference of our effective tax rate to the prior year comparable period for the three and six months ended June 30, 2025 and 2024 is primarily due to the mix of non-U.S.

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

The difference of our effective tax rate to the prior year comparable period for the three and nine months ended September 30, 2025 and 2024 is primarily due to the mix of non-U.S.

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

federal tax rate of 21% primarily due to the mix of non-U.S.

On July 4, 2025, the H.R.

1 budget reconciliation bill was signed into law in the United States.

The Company is currently evaluating the potential impact of this legislation on the income tax provision.

On July 4, 2025, the U.S.

government enacted The One Big Beautiful Bill Act of 2025 which includes, among other provisions, changes to the U.S.

corporate income tax system including but not limited to the allowance of immediate expensing of qualifying research and development expenses and permanent extensions of certain provisions within the Tax Cuts and Jobs Act.

Based on the Company’s initial evaluation of the provisions, the Company does not expect these tax law changes to have a material impact on the Company’s financial statements;

however, the Company will continue to evaluate potential impacts in future periods based on its facts and circumstances and as further guidance becomes available.

The Organization for Economic Co-operation and Development (“OECD”) has proposed a global minimum tax of 15% of reported profits (“Pillar 2”) that has been agreed upon by over 140 member jurisdictions including the United States.

6 unchanged sentences

Although enforceable as between the parties, the Tax Matters Agreement will not be binding on the Internal Revenue Service or other tax authorities.

As of June 30, 2025, we had gross unrecognized tax benefits of $ 9.3 million included in “Other liabilities” in our Unaudited Condensed Consolidated Balance Sheets.

As of September 30, 2025, we had gross unrecognized tax benefits of $ 9.6 million included in “Other liabilities” in our Unaudited Condensed Consolidated Balance Sheets.

Note 10 - Goodwill and Intangible Assets

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Currency translation and other 18.7 3.7 22.4

Balance as of June 30, 2025

Balance as of September 30, 2025

$ 627.8 $ 533.6 $ 1,161.4

Changes to intangible assets are as follows:

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

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

Balance at beginning of period, net of accumulated amortization 1

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Amortization Period of Finite Lived Assets

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

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

(in millions) Gross

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Total 18.1 $ 1,024.1 $ 451.2 $ 572.9 $ 814.2 $ 394.9 $ 419.3

Future amortization expense associated with intangible assets is expected to be:

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Future amortization expense associated with intangible assets is expected to be:

(in millions)

3 unchanged sentences

Accrued liabilities consist of:

(in millions) June 30,

(in millions) September 30,

2025 December 31,

12 unchanged sentences

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

We believe that as of June 30, 2025, there was no reasonable possibility that a material loss, or any additional material losses, may have been incurred for such matters.

We believe that as of September 30, 2025, there was no reasonable possibility that a material loss, or any additional material losses, may have been incurred for such matters.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

Our debt consisted of the following:

(in millions) June 30,

(in millions) September 30,

2025 December 31,

9 unchanged sentences

$ 834.3 $ 540.6

(a) Debt discounts and debt issuance costs totaled $ 10.5 million and $ 9.4 million as of June 30, 2025, and December 31, 2024, respectively, have been netted against the aggregate principal amounts of the related debt in the components of the debt table above, where applicable.

(a) Debt discounts and debt issuance costs totaled $ 11.8 million and $ 9.4 million as of September 30, 2025, and December 31, 2024, respectively, have been netted against the aggregate principal amounts of the related debt in the components of the debt table above, where applicable.

Credit Faciliti es - On March 17, 2023, we became party to a senior secured credit agreement (the “Credit Agreement”) which provides for a $ 500 million, five-year revolving credit facility (the “Revolving Facility”) and we entered into a $ 350 million, 3-year term loan facility (the “Term Facility”).

2 unchanged sentences

On the same day, proceeds from the Revolving Facility were used to repay the outstanding Term Facility.

In the six months ended June 30, 2025, we drew down $ 348.0 million and repaid $ 342.0 million on our Revolving Facility to fund working capital requirements.

Bridge Facility - In connection with the Antares Vision acquisition (see note 3 “Acquisition”), on September 15, 2025, the Company entered into a commitment letter for a senior secured 364-day bridge credit facility in the aggregate principal amount of $602 million (the “Bridge Facility”) and a backstop senior secured 364-day credit facility in the aggregate principal amount of $831 million (the “Backstop Facility”).

The Bridge Facility is available to fund the Antares Vision acquisition and related transactions until permanent financing is secured.

If drawn, it will bear interest at Term Secured Overnight Financing Rate (SOFR) plus a margin of 175 basis points, with step-ups of 50 basis points every 90 days.

The facility includes affirmative and negative covenants substantially consistent with the Company’s existing credit agreement, and a total net leverage ratio financial maintenance covenant of 5.50 to 1.00.

The Backstop Facility is available to refinance existing term and revolving loans under the Company’s current Credit Agreement if an amendment to permit the Bridge Facility is not obtained.

The Backstop Facility has substantially similar terms to the Bridge Facility, with a portion available on a revolving basis.

In the nine months ended September 30, 2025, we drew down $ 384.5 million and repaid $ 413.5 million on our Revolving Facility to fund working capital requirements.

We also drew down £300.0 million, or $ 400.4 million, on the Term Loan to fund the DLR acquisition and repaid $ 40.9 million.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 14 - Fair Value Measurements

The following tables provide information regarding the Company’s assets and liabilities measured at fair value as of June 30, 2025, and December 31, 2024.

June 30, 2025 (in millions)

The following tables provide information regarding the Company’s assets and liabilities measured at fair value as of September 30, 2025, and December 31, 2024.

September 30, 2025 (in millions)

Location on Consolidated Balance Sheets Active Markets for Identical Assets and Liabilities

2 unchanged sentences

Level 3 Total

Foreign exchange contract not designated as hedging instrument 1

Accounts Receivable $ — $ 0.4 $ — $ 0.4

Long-term debt Long-term debt $ — $ 445.9 $ — $ 445.9

2 unchanged sentences

Contingent Liability Other Liabilities $ — $ — $ 1.5 $ 1.5

1 Notional value of $ 16.8 million

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 (in millions)

13 unchanged sentences

Note 15 - Restructuring

2025 Restructuring - In the second quarter of 2025 we initiated restructuring actions as follows:

2025 Restructuring - In the second and third quarters of 2025 we initiated restructuring actions as follows:

• We recorded $ 8.5 million of restructuring expense in the SAT segment, predominantly related to severance charges, associated with the integration of the DLR and OpSec businesses.

2 unchanged sentences

We will continue to evaluate and align CPI’s cost structure with existing economic conditions which could result in additional actions.

2024 Restructuring - In the first and fourth quarters of 2024, in response to challenging industry conditions, we initiated workforce reductions in CPI, incurring $ 10.1 million of cumulative severance charges through June 30, 2025.

We expect to substantially complete the restructuring program in 2025 and do not expect to incur significant additional costs.

2022 Restructuring - In the fourth quarter of 2022, in response to economic uncertainty, we initiated workforce reductions in CPI, incurring $ 6.7 million of cumulative restructuring charges through June 30, 2025, of which $ 5.8 million related to severance and $ 0.9 million related to other costs.

2022 Restructuring - In the fourth quarter of 2022, in response to economic uncertainty, we initiated workforce reductions in CPI, incurring $ 6.7 million of cumulative restructuring charges through September 30, 2025, of which $ 5.8 million related to severance and $ 0.9 million related to other costs.

This restructuring program has been completed.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Restructuring charges

We recorded restructuring charges which are reflected in the Condensed Consolidated Statements of Operations, as follows:

Three Months Ended Six Months Ended

Three Months Ended Nine Months Ended

(in millions) 2025 2024 2025 2024

2 unchanged sentences

Total restructuring charges $ 3.5 $ — $ 10.8 $ 2.7

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Restructuring Liability

R estructuring Liability

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

4 unchanged sentences

Utilization ( 6.2 ) ( 6.0 ) ( 0.2 ) ( 12.4 )

Balance as of June 30, 2025 (a)

Balance as of September 30, 2025 (a)

$ 2.8 $ 1.2 $ — $ 4.0

3 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements