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Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-20 · 35 added, 25 removed, 172 unchanged (26% of the section changed)

Controls and Procedures

OpSec Acquisition .

The Company completed the acquisition of OpSec Security (“OpSec”) on May 3, 2024.

The Company has not yet fully incorporated OpSec’s internal controls and procedures into the Company’s internal control over financial reporting and will be completed within the time provided by the applicable rules and regulations of the SEC for a recently acquired business.

As such, management excluded OpSec from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024.

OpSec constituted approximately 3% of the Company’s total assets, excluding the preliminary value of goodwill and purchased intangible assets, and approximately 6% of the Company’s total net sales as of and for the year ended December 31, 2024.

DLR Acquisition .

The Company completed the acquisition of De La Rue Authentication Solutions (“DLR”) on May 1, 2025.

The Company has not yet fully incorporated DLR’s internal controls and procedures into the Company’s internal control over financial reporting and will be completed within the time provided by the applicable rules and regulations of the SEC for a recently acquired business.

As such, management excluded DLR from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025.

DLR constituted approximately 4% of the Company’s total assets, excluding the preliminary value of goodwill and purchased intangible assets, and approximately 5% of the Company’s total net sales as of and for the year ended December 31, 2025.

Evaluation of Disclosure Controls and Procedures .

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We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated and combined financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 26, 2026, expressed an unqualified opinion on those consolidated and combined financial statements.

As described in the accompanying “Management’s Responsibility for Financial Reporting,” management excluded from its assessment the internal control over financial reporting at OpSec Security, which was acquired on May 3, 2024, and whose financial statements constitute approximately 3% of the Company’s total assets, excluding the preliminary value of goodwill and purchased intangible assets and approximately 6% of the Company’s total net sales as of and for the year ended December 31, 2024.

Accordingly, our audit did not include the internal control over financial reporting at OpSec Security.

As described in “Management’s Responsibility for Financial Reporting,” management excluded from its assessment the internal control over financial reporting at De La Rue Authentication, which was acquired on May 1, 2025, and whose financial statements constitute approximately 4% of the Company’s total assets, excluding the preliminary value of goodwill and purchased intangible assets and approximately 5% of the Company’s total net sales as of and for the year ended December 31, 2025.

Accordingly, our audit did not include the internal control over financial reporting at De La Rue Authentication.

Basis for Opinion

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The information on our website is not part of this report.

The information required by this item regarding our insider trading policy and procedures is incorporated by reference to the definitive proxy statement for the 2025 Annual Meeting of Stockholders which the Company expects to file with the Commission pursuant to Regulation 14A on or about April 8, 2025.

A copy of our Insider Trading Policy is filed with this Report as Exhibit 19.

The information required by this item regarding our Insider Trading Policy is incorporated by reference into this Report as an exhibit.

Executive Compensation

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Exhibit 4.1 Description of Registrant’s Securities Registered Pursuant to Section 12 of the Exchange Act.

Exhibit 10.1 First Amendment, dated as of February 29, 2024, by and among Crane NXT, Co., a Delaware corporation, as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

Exhibit 19 Policy on Trading in Company Securities

Exhibit 10.1 Fifth Amendment, dated as of December 15, 2025, by and among Crane NXT, Co., a Delaware corporation, as borrower, CA-MC Acquisition UK Limited, a private company incorporated under the laws of England and Wales with registered number 03878137 (the “UK Borrower”), the subsidiaries of the Company party thereto as guarantors, the lenders party thereto, the issuing banks party thereto, the cash confirmation bank party thereto, JPMorgan Chase Bank, N.A., as U.S.

administrative agent and J.P.

Morgan SE, as non-U.S.

administrative agent.

Exhibit 21 Subsidiaries of the Registrant.

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Exhibit 32.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(b) or 15d-14(b).

Exhibit 97 Policy Relating to Recovery of Erroneously Awarded Compensation.

Exhibit 101.INS XBRL Instance Document

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(4) Instruments Defining the Rights of Security Holders:

(4)(a)(1) Indenture dated as of April 1, 1991 between the Registrant and the Bank of New York (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005).

(4)(a)(2) First Supplemental Indenture to the Indenture dated April 1, 1991, dated as of May 16, 2022, between Crane NXT, Co.

(4)(a) Description of Registrant’s Securities Registered Pursuant to Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024).

(4)(b)(1) Indenture dated as of April 1, 1991 between the Registrant and the Bank of New York (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005).

(4)(b)(2) First Supplemental Indenture to the Indenture dated April 1, 1991, dated as of May 16, 2022, between Crane NXT, Co.

Bank Trust Company, National Association (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K12G3 filed on May 16, 2022).

(4)(b)(1) Indenture, dated as of February 5, 2018, between the Company and U.S.

(4)(c)(1) Indenture, dated as of February 5, 2018, between the Company and U.S.

Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on February 5, 2018).

(4)(b)(2) First Supplemental Indenture to the Indenture dated February 5, 2018, dated as of May 16, 2022, between Crane NXT, Co.

(4)(c)(2) First Supplemental Indenture to the Indenture dated February 5, 2018, dated as of May 16, 2022, between Crane NXT, Co.

Bank Trust Company, National Association (incorporated by reference to Exhibit 4.8 to the Company’s Current Report on Form 8-K12G3 filed on May 16, 2022).

(4)(b)(3) Form of Note for 4.200% Senior Notes due 2048 (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on February 5, 2018).

(4)(c)(3) Form of Note for 4.200% Senior Notes due 2048 (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on February 5, 2018).

(10) Material Contracts:

10(a) Credit Agreement, dated as of March 17, 2023, by and among Crane NXT, Co., as borrower, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent and the other agents and arrangers party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 20, 2023).

10(b) First Amendment, dated as of February 29, 2024, by and among Crane NXT, Co., a Delaware corporation, as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K filed February 20, 2025).

Second Amendment, dated as of December 9, 2024, by and among Crane NXT, Co., a Delaware corporation, as borrower, CA-MC Acquisition UK Limited, a private limited company incorporated under the laws of England and Wales with registered number 03878137, the other loan parties party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 11, 2024).

10(c) Collateral Agreement, dated as of March 31, 2023, by and among NXT, Co., the subsidiary g ua rantors thereto and JPMorgan Chase, N.A., as administrative agent (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on April 3, 2023).

10(d) Transition Services Agreement, dated as of April 3, 2023, by and between Crane NXT, Co.

10(d) Third Amendment, dated as of July 3, 2025, by and among Crane NXT, Co., a Delaware corporation, as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed August 6, 2025).

10(e) Collateral Agreement, dated as of March 31, 2023, by and among NXT, Co., the subsidiary guarantors thereto and JPMorgan Chase, N.A., as administrative agent (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on April 3, 2023).

10(f) Transition Services Agreement, dated as of April 3, 2023, by and between Crane NXT, Co.

and Crane Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 3, 2023).

10(e) Tax Matters Agreement, dated as of April 3, 2023, by and between Crane NXT, Co.

10(g) Tax Matters Agreement, dated as of April 3, 2023, by and between Crane NXT, Co.

and Crane Company (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 3, 2023).

10(f) Employee Matters Agreement, dated as of April 3, 2023, by and between Crane NXT, Co.

10(h) Employee Matters Agreement, dated as of April 3, 2023, by and between Crane NXT, Co.

and Crane Company (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on April 3, 2023).

10(g) Intellectual Property Matters Agreement, dated as of April 3, 2023, by and between Crane NXT, Co.

10(i) Intellectual Property Matters Agreement, dated as of April 3, 2023, by and between Crane NXT, Co.

and Crane Company (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on April 3, 2023).

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Annual Incentive Plan (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed May 10, 2023).

(p) Separation Agreement between Crane NXT, Co.

and Jennifer Kartono, dated February 11, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 12, 2025).

(q) Offer Letter, dated August 24, 2025, between Crane NXT, Co.

and Kim DiMaurizio (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed November 5, 2025).

(19) Insider Trading Policies and Procedures:

19(a) Policy on Trading in Company Securities (incorporated by reference to Exhibit 19 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024).

97 Policy Relating to Recovery of Erroneously Awarded Compensation:

97(a) Policy Relating to Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024).

Form 10-K Summary

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CRANE NXT, CO.

By /s/ AARON SAAK

By /s/ AARON W.

President and Chief Executive Officer

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ AARON SAAK /s/ CHRISTINA CRISTIANO /s/ BIANCA SHARDELOW

SAAK /s/ CHRISTINA CRISTIANO /s/ BIANCA SHARDELOW

Chief Executive Officer and Director

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

What changed 10-K

Item 9A. Controls and Procedures