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Item 1. Financial Statements

2026-05-06 compared with 2025-11-05 · 224 added, 329 removed, 448 unchanged (55% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended Nine Months Ended

September 30, September 30,

Three Months Ended

(in millions, except per share data) 2026 2025

5 unchanged sentences

Operating profit 22.2 37.3

Other income (expense):

Interest income 0.3 0.4 0.7 1.4

Other (expense) income:

Interest expense ( 17.8 ) ( 11.5 )

Equity investment income 4.7 0.1

Miscellaneous income, net 0.1 2.2

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended Nine Months Ended

September 30, September 30,

Three Months Ended

(in millions) 2026 2025

Net income before allocation to noncontrolling interest $ 6.8 $ 21.7

Components of other comprehensive income (loss), net of tax

Components of other comprehensive (loss) income, net of tax

Currency translation adjustment ( 10.8 ) 31.1

1 unchanged sentence

Other comprehensive (loss) income, net of tax ( 11.0 ) 30.9

Comprehensive income before allocation to noncontrolling interest 45.3 86.3 172.6 129.5

Comprehensive (loss) income before allocation to noncontrolling interest $ ( 4.2 ) $ 52.6

Noncontrolling interest in comprehensive income 0.4 —

Comprehensive income attributable to common shareholders $ 44.9 $ 86.3 $ 172.1 $ 129.5

Comprehensive (loss) income attributable to common shareholders $ ( 4.6 ) $ 52.6

See Notes to Unaudited Condensed Consolidated Financial Statements.

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions) September 30,

(in millions) March 31,

2026 December 31,

1 unchanged sentence

Cash and cash equivalents $ 228.3 $ 233.8

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

Accounts receivable, net of allowance for credit losses of $ 9.5 as of March 31, 2026 and $ 8.9 as of December 31, 2025

and foreign taxes on income 14.1 12.7

12 unchanged sentences

Long-term deferred tax assets 11.6 2.5

Investment in equity affiliates and joint ventures 8.1 139.4

Intangible assets, net 789.3 557.2

6 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

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

(in millions, except per share and share data) March 31,

2026 December 31,

12 unchanged sentences

Commitments and contingencies (Note 11)

Redeemable noncontrolling Interests 21.1 6.9

Preferred shares, par value $ 0.01 ;

7 unchanged sentences

Total shareholders’ equity 1,239.1 1,253.0

Noncontrolling interest ( 1.6 ) —

Nonredeemable noncontrolling interests ( 1.6 ) ( 3.1 )

Total equity 1,237.5 1,249.9

Total liabilities and equity $ 2,917.7 $ 2,386.5

Total liabilities, redeemable noncontrolling interests, and equity $ 3,640.4 $ 3,116.4

Common shares issued 72,441,647 72,441,647

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

(in millions) 2026 2025

1 unchanged sentence

Net income before allocation to noncontrolling interest $ 6.8 $ 21.7

Adjustments to reconcile net income to net cash flows provided by operating activities:

Adjustments to reconcile net income to net cash flows used for operating activities:

Depreciation and amortization 29.7 21.6

Stock-based compensation expense 1

Income from equity investments ( 4.7 ) ( 0.1 )

Deferred income taxes ( 1.9 ) ( 0.5 )

1 unchanged sentence

Other ( 7.4 ) ( 3.3 )

Total provided by operating activities 135.7 133.0

Total used for operating activities ( 14.0 ) ( 19.1 )

Investing activities:

Proceeds from disposition of assets 4.6 —

Payment for acquisitions, net of cash acquired ( 225.4 ) —

8 unchanged sentences

Proceeds from revolving credit facility 30.0 106.0

Repayment of revolving credit facility ( 413.5 ) ( 160.5 )

Repayments of revolving credit facility ( 30.0 ) ( 52.5 )

Proceeds from term loan 366.9 —

2 unchanged sentences

Effect of exchange rates on cash, cash equivalents and restricted cash ( 1.8 ) 6.7

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

(Decrease) increase in cash, cash equivalents and restricted cash ( 7.2 ) 12.0

Cash, cash equivalents and restricted cash at beginning of period 2

1 unchanged sentence

$ 239.0 $ 185.4

1 Includes $ 10.7 million liability-classified stock-based compensation issued to senior management of Antares Vision.

See Note 2, “Acquisitions” for further details.

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

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3 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 $ 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.

Current restricted cash, included within “Other current assets” in our Unaudited Condensed Consolidated Balance Sheets, was $ 3.7 million and $ 0.9 million as of March 31, 2026, and 2025, respectively.

Non-current restricted cash, included within “Other assets” in our Unaudited Condensed Consolidated Balance Sheets, was $ 7.0 million and $ 10.7 million as of March 31, 2026, and 2025, respectively.

See Notes to Unaudited Condensed Consolidated Financial Statements.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

(in millions) 2026 2025

9 unchanged sentences

Interest paid $ 15.9 $ 10.7

Income taxes paid $ 48.1 $ 62.0

Income taxes paid, net $ 11.2 $ 15.9

Unpaid capital expenditures $ 2.7 $ 1.4

9 unchanged sentences

Loss Treasury

Stock Total Shareholders’ Equity Non-controlling Interest Total Equity

Stock Total Share-holders’ Equity Non-controlling Interest Total

Balance as of December 31, 2025

$ 72.4 $ 1,716.5 $ 374.5 $ ( 99.9 ) $ ( 810.5 ) $ 1,253.0 $ ( 3.1 ) $ 1,249.9

Net income — — 21.7 — — 21.7 — 21.7

Cash dividends ($ 0.17 per share)

— — ( 9.7 ) — — ( 9.7 ) — ( 9.7 )

Exercise of stock options of 21,879 shares

— — — — 0.6 0.6 — 0.6

Impact from settlement of share-based awards, net of shares acquired — ( 11.7 ) — — 7.2 ( 4.5 ) — ( 4.5 )

Stock-based compensation expense — 2.7 — — — 2.7 — 2.7

Changes in pension and postretirement plan assets and benefit obligation, net of tax — — — ( 0.2 ) — ( 0.2 ) — ( 0.2 )

Currency translation adjustment — — — 31.1 — 31.1 — 31.1

Balance as of March 31, 2025 $ 72.4 $ 1,710.9 $ 280.4 $ ( 141.7 ) $ ( 815.4 ) $ 1,106.6 $ — $ 1,106.6

Noncontrolling interest of acquired entity — — — — — — 0.9 0.9

2 unchanged sentences

— — ( 10.3 ) — — ( 10.3 ) — ( 10.3 )

Exercise of stock options of 21,180 shares

— — — — 0.7 0.7 — 0.7

Impact from settlement of share-based awards, net of shares acquired — ( 1.2 ) — — 1.0 ( 0.2 ) — ( 0.2 )

Stock-based compensation expense — 3.0 — — — 3.0 — 3.0

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

Currency translation adjustment — — — 50.0 — 50.0 — 50.0

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 )

Redeemable noncontrolling interest adjustment — ( 0.2 ) — — — ( 0.2 ) 0.2 —

Exercise of stock options of 2,032 shares

— — — — — — — —

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

Impact from settlement of stock-based awards, net of shares acquired — ( 11.1 ) — — 8.2 ( 2.9 ) — ( 2.9 )

Stock-based compensation expense — 4.1 — — — 4.1 — 4.1

1 unchanged sentence

Currency translation adjustment — — — ( 10.8 ) — ( 10.8 ) — ( 10.8 )

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

Balance as of March 31, 2026 $ 72.4 $ 1,709.3 $ 370.6 $ ( 110.9 ) $ ( 802.3 ) $ 1,239.1 $ ( 1.6 ) $ 1,237.5

(in millions, except share data) Common

Par Value Capital

3 unchanged sentences

Loss Treasury

Stock Total Equity

Balance as of December 31, 2024 $ 72.4 $ 1,719.9 $ 268.4 $ ( 172.6 ) $ ( 823.2 ) $ 1,064.9

Net income attributable to common shareholders — — 37.8 — — 37.8

Net income — — 21.7 — — 21.7

Cash dividends ($ 0.17 per share)

2 unchanged sentences

— — — — 0.6 0.6

Impact from settlement of share-based awards, net of shares acquired — ( 14.7 ) — — 9.5 ( 5.2 )

Impact from settlement of stock-based awards, net of shares acquired — ( 11.7 ) — — 7.2 ( 4.5 )

Stock-based compensation expense — 2.7 — — — 2.7

2 unchanged sentences

Balance as of March 31, 2025 $ 72.4 $ 1,710.9 $ 280.4 $ ( 141.7 ) $ ( 815.4 ) $ 1,106.6

Net income attributable to common shareholders — — 41.6 — — 41.6

Cash dividends ($ 0.16 per share)

— — ( 9.2 ) — — ( 9.2 )

Exercise of stock options of 8,933 shares

— — — — 0.3 0.3

Impact from settlement of share-based awards, net of shares acquired — ( 1.1 ) — — 0.8 ( 0.3 )

Stock-based compensation expense — 2.4 — — — 2.4

Changes in pension and postretirement plan assets and benefit obligation, net of tax — — — ( 0.5 ) — ( 0.5 )

Currency translation adjustment — — — ( 8.6 ) — ( 8.6 )

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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Note 1 - Organization and Basis of Presentation

Crane NXT, Co.

is a leading provider of trusted technology solutions to secure, detect, and authenticate our customers’ most valuable assets.

We are comprised of two reporting segments:

Crane Payment Innovations (“CPI”) and Security and Authentication Technologies (“SAT”).

Our primary end markets include governments, brands, financial insti tutions and a wide range of consumer related end markets including convenience merchandising (vending), retail and gaming.

Crane NXT is a global leader in authentication and traceability technologies that secure, detect, and authenticate what matters most to its customers.

Through its two market-leading reporting segments:

Security and Authentication Technologies (“SAT”) and Detection and Traceability Technologies (“DTT”), Crane NXT provides innovative solutions that prevent the counterfeiting of products and identities and ensure the quality, authenticity, and traceability of products across the supply chain.

See Note 3, “Segment Results” for the relative size of these segments in relation to the total company (both net sales and total assets).

References herein to “Crane NXT,” “we,” “us” and “our” refer to Crane NXT, Co.

and its subsidiaries, including when Crane NXT, Co.

was named “Crane Holdings, Co.” unless the context implies otherwise.

References herein to “Holdings” refer to Crane Holdings, Co.

and its subsidiaries prior to the consummation of the Separation unless the context implies otherwise.

On April 3, 2023, Holdings was separated (the “Separation”) into two independent, publicly-traded companies, Crane NXT, Co.

and Crane Company (“SpinCo”), through a pro-rata distribution (the “Distribution”) of all the issued and outstanding common stock of SpinCo to the stockholders of Holdings.

As part of the Separation, we entered into definitive agreements with SpinCo, including a Tax Matters Agreement, which set forth the terms and conditions of the Separation and provided a framework for our relationship with SpinCo following the Separation.

See Note 9, “Income Taxes” for more details on the Tax Matters Agreement.

References herein to “Crane NXT,” “the Company”, “we,” “us” and “our” refer to Crane NXT, Co.

and its subsidiaries.

Basis of Presentation

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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.

Certain prior period comparative amounts have been reclassified to conform to the current period presentation.

Such reclassifications were not material and did not affect the unaudited Condensed Consolidated Financial Statements.

Recent Accounting Pronouncements

Recently Issued Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures which intends to improve the transparency of income tax disclosures.

The new standard requires public entities to provide greater disaggregation in their rate reconciliation, including new requirements to present reconciling items on a gross basis within specified categories, to disclose both percentages and dollar amounts, and to disaggregate individual reconciling items by jurisdiction and nature when the effect of the items meets a quantitative threshold.

The guidance also includes new requirements to provide users of the financial statements with better information on future cash flow prospects.

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.

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

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

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The standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted.

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

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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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.

Note 2 - Related Parties

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

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 2 - 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.

On December 16, 2025, Crane NXT, through a newly formed Italian joint stock company (“ITT”), initiated a multi-phase acquisition of Antares Vision S.p.A.

(“Antares Vision”).

In the first phase, Crane NXT acquired a 32.3 % equity interest in Antares Vision for € 117.3 million (approximately $ 137.8 million), at a purchase price of € 5.00 per share.

Following the initial investment and in accordance with the Investor and Shareholder Agreement (“ISA”), Crane NXT launched a mandatory tender offer and subsequent squeeze-out (collectively the “Second Phase”) under applicable Italian law to acquire the remaining shares of Antares Vision as of March 31, 2026 (the “Acquisition Date”) for € 244.2 million (approximately $ 281.9 million).

The total consideration for Phase One and Phase Two was $ 418.2 million.

Antares Vision has been delisted from the Euronext Milan stock exchange and is a wholly owned subsidiary of the Company as of March 31, 2026.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the period prior to obtaining control, the Company recognized its proportionate share of Antares Vision’s results of operations under the equity method of accounting.

Upon obtaining control, the Company remeasured its previously held equity interest in Antares Vision to its acquisition‑date fair value of $ 135.4 million in accordance with ASC 805, “Business Combinations” (“ASC 805”) and recognized a remeasurement gain of $ 4.7 million, which is included in "Equity investment income” in the Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2026.

The acquisition-date fair value of the previously held interest was determined using a market approach based on Level 1 inputs under ASC 820, “Fair Value Measurement”, using the quoted price of Antares Vision’s publicly traded shares as of the acquisition date, which was € 5.00 per share.

The acquisition was funded through the Term Loan B, as described in Note 12, “Financing.”

Under the terms of the ISA, the Company is required to issue ordinary shares and Class B shares of ITT to certain Antares Vision personnel at € 5.00 per share, in multiple tranches aligned with the acquisition phases (the “Reinvestment”).

In connection with the first phase, the Company issued 1,173,379 of both ordinary shares and Class B shares of ITT for $ 13.8 million in total.

In connection with the second phase of the acquisition, the Company issued 2,461,725 of both ordinary shares and Class B shares of ITT at the same per share price, for $ 28.4 million in total.

The ordinary shares are classified as a redeemable noncontrolling interest and are presented in temporary equity in the Unaudited Condensed Consolidated Balance Sheet as “Redeemable noncontrolling interest”

The Class B shares are accounted for as stock‑based compensation granted to employees under ASC 718 “Compensation - Stock Compensation” (“ASC 718”).

Under the ISA, the Class B shares convert into ordinary shares of ITT based on a multiplier dependent on ITT’s revenue and EBIT target achievement for the year ended December 31, 2028.

The multiplier ranges from zero to three depending on the achievement of these targets as of the specified conversion date.

Once converted to ordinary shares, the Class B shares are subject to immediately exercisable call and put features and as such, they are liability-classified instruments.

Since Class B shares are subject to performance conditions with no service conditions, they are expensed when the performance conditions are deemed probable of being achieved and are based on the fair value of the Class B shares at each reporting period.

The fair value of Class B shares is based on the estimated fair value of ITT using a market approach.

Compensation expense is determined by applying the fair value of the Class B shares to the number of Class B shares expected to be issued based on management’s best estimate of the expected performance outcome under the awards’ performance‑based conversion features.

These estimates involve significant judgment and are subject to inherent uncertainty, and actual results may differ from current expectations, which could result in adjustments to compensation expense in future periods.

During the three months ended March 31, 2026, the Company recognized a $ 6.8 million benefit from the remeasurement of these liability‑classified stock‑based compensation awards.

Because the first tranche of Class B shares was granted while Antares Vision was an equity method investee, this change in the stock-based compensation liability prior to the date control was obtained was recognized in “Equity investment income” in the Unaudited Condensed Consolidated Statements of Operations.

The Class B shares issued in connection with the Second Phase of the acquisition occurred when the recipients were employees of the Company.

Under ASC 718, the stock-based compensation liability recognized at the grant date represents compensation for future services without a service condition and as such the Company recognized $ 10.7 million as stock‑based compensation expense through “Selling, general and administrative” in the Unaudited Condensed Consolidated Statements of Operations, with a corresponding increase to the stock-based compensation liability recorded within “Other liabilities” in the Unaudited Condensed Consolidated Balance Sheets.

As of March 31, 2026, the stock-based compensation liability associated with Class B shares was $ 36.7 million.

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

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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

On May 1, 2025, we acquired De La Rue Authentication Solutions (“DLR”) for a base purchase price of £ 300 million on a cash-free and debt-free basis, subject to customary purchase price adjustments.

The amount paid, net of cash acquired and working capital adjustments, was $ 394.0 million.

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.

DLR is part of a joint venture (the “Joint Venture”) that manufactures and sells tax stamps for the government of Ghana.

DLR owns 49% of the share capital but maintains control of the Joint Venture through board governance rights.

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

The following amounts represent the preliminary determination of the fair value of identifiable assets acquired and liabilities assumed from our acquisition of DLR, pending the finalization of certain tangible assets and liabilities to be completed within the measurement period as required by ASC Topic 805 “Business Combination” (“ASC 805”), and determination of post-closing and final working capital adjustments.

The amounts below represent the preliminary estimation of the fair value of identifiable assets acquired and liabilities assumed in connection with the acquisition of Antares Vision.

The purchase price allocation is preliminary due to the timing of the closing of the transaction.

The Company is in the process of finalizing valuations of acquired assets and assumed liabilities, including identifiable intangible assets and goodwill.

The final allocation may differ materially from preliminary amounts.

The Company expects to complete the purchase accounting within the measurement period as required by ASC 805.

Net assets acquired (in millions)

Cash and cash equivalents $ 57.1

Accounts receivable, net 62.9

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Total assets acquired $ 740.5

Total current liabilities $ 16.2

Short-term borrowings $ 123.5

Contract liabilities 47.2

Other current liabilities 64.4

Other liabilities 87.2

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Net assets acquired $ 418.2

The amount allocated to goodwill reflects expected sales synergies, manufacturing efficiency and research and development.

The following is a summary of the purchase consideration transferred:

Fair value of previously held equity investment $ 135.4

Cash consideration transferred to acquire control 281.9

Fair value of noncontrolling interest 0.9

Total consideration of Antares Vision acquisition $ 418.2

The amount allocated to goodwill reflects expected sales and operational synergies, manufacturing efficiency and research and development.

Goodwill from this acquisition is not deductible for tax purposes.

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Customer relationships $ 150.1 20.0

Trade names 17.3 9.0

Developed technology 63.5 5.0

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Total acquired intangible assets $ 251.2

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.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The fair values of the customer relationships and backlog intangible assets were determined by using the multi-period excess earnings method under the income approach, which is a commonly accepted valuation method.

Under this method, the net earnings attributable to the asset being measured are isolated from the projected cash flows of the consolidated business over the remaining economic life of the intangible asset being measured.

Both the amount and the duration of the cash flows are considered from a market participant perspective.

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The attrition-adjusted future cash flows are then discounted to present value using an appropriate discount rate.

The customer relationship is being amortized on a straight-line basis (which approximates the economic pattern of benefits) over the estimated economic life of 12 to 21 years.

The fair values of the developed technology intangible assets were determined by the relief-from-royalty approach.

Similarly, this approach is based on the assumption that in lieu of ownership, a company would be willing to pay a royalty in order to exploit the related benefits of the technology.

Therefore, a portion of DLR’s earnings, equal to the after-tax royalty that would have been paid for the use of the technology, can be attributed to the Company’s ownership of the technology.

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.

The customer relationships are being amortized on a straight-line basis (which approximates the economic pattern of benefits) over the estimated remaining useful life of 20 years and the backlog asset is being amortized over 0.9 years.

The fair values of the developed technology and trade name intangible assets were determined by the relief-from-royalty method under the income approach.

This method is based on the assumption that in lieu of ownership of the asset, a company would be willing to pay a royalty in order to exploit the related benefits of the asset.

Therefore, the cost savings equal to the after-tax royalty that would have been paid for the use of the asset, can be attributed to the Company’s ownership of the asset.

The technology assets are being amortized on a straight-line basis (which approximates the economic pattern of benefits) over the estimated remaining useful life of 5 years and the trade names are being amortized on a straight-line basis (which approximates the economic pattern of benefits) over the estimated economic life of 9 years.

De La Rue Acquisition

The amount paid, net of cash acquired and working capital adjustments, was $ 394.0 million.

We utilized $ 210.0 million from our Revolving Facility (as defined in Note 13, “Financing”) and cash on hand to fund the acquisition.

OpSec provides authentication solutions, brand and digital content protection serving various commercial brands, government agencies and financial institutions.

We utilized the Term Loan A to fund the acquisition (as described in Note 12, “Financing”).

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.

DLR is part of a joint venture (the “Joint Venture”) that manufactures and sells tax stamps for the government of Ghana.

DLR owns 49% of the share capital but maintains control of the Joint Venture through board governance rights.

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

Allocation of Consideration Transferred to Net Assets Acquired

The following amounts represent the determination of the fair value of identifiable assets acquired and liabilities assumed from our acquisition of OpSec.

The fair value of certain assets and liabilities has been completed as required by ASC 805.

Potential adjustments are not expected to be material in relation to the preliminary values presented below:

Net assets acquired (in millions)

Total current assets $ 33.5

Accounts receivable, net $ 19.9

Inventories, net 20.8

Other current assets 6.7

Property, plant and equipment 27.5

Other assets 6.9

Other non-current assets 5.3

Intangible assets 184.9

5 unchanged sentences

Net assets acquired $ 391.1

The amount allocated to other assumed liabilities includes a contingent liability of $ 1.5 million related to a prior OpSec acquisition.

The amount payable is contingent upon achievement of specific revenue targets and is capped at $ 2.2 million.

The contingency conditions expire at the end of 2026, at which point if the contingency conditions have not been met, no payment will occur.

The contingent liability is measured at fair value.

See Note 14, “Fair Value Measurements” for further details.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The amount allocated to goodwill reflects expected sales synergies, manufacturing efficiency and research and development.

2 unchanged sentences

Intangible Assets (in millions) Intangible Fair Value Weighted Average Life (in years)

Intellectual property rights $ 1.5 5.0

Customer relationships $ 141.5 18.2

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Supplemental Pro Forma Data

DLR results of operations have been included in our financial statements for the period subsequent to the completion of the acquisition on May 1, 2025.

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.

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 Nine Months Ended

September 30, September 30,

The Company’s consolidated results of operations include the results of acquired businesses from their respective acquisition dates.

The following unaudited pro forma consolidated and combined information assumes that the Antares Vision acquisition was completed on January 1, 2025 and the DLR acquisition was completed on January 1, 2024.

The unaudited pro forma information is provided for illustrative purposes only and does not purport to represent the Company’s actual consolidated results of operations or financial position had the business combinations occurred on such dates, nor is it necessarily indicative of future results.

Three Months Ended March 31,

(in millions) 2026 2025

2 unchanged sentences

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.

For the three months ended March 31, 2026 and 2025, we recorded $ 10.3 million and $ 0.7 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 3 - Segment Results

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

Crane Payment Innovations and Security and Authentication Technologies.

In connection with the acquisition of Antares Vision in Q1, 2026, we created a new segment called “Detection and Traceability Technologies,” which consists of the CPI business and the acquired Antares Vision business.

This updated structure is how the Chief Operating Decision Maker evaluates performance and allocates resources.

As of March 31, 2026, we had two reportable segments:

Security and Authentication Technologies and Detection and Traceability Technologies.

Assets of the reportable segments exclude general corporate assets which principally consist of cash and tax-related balances.

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 September 30, 2025 is as follows:

Crane Payment Innovations (CPI)

CPI provides electronic equipment and associated software leveraging extensive and proprietary core capabilities with various detection and sensing technologies for applications including verification and authentication of payment transactions.

CPI also provides advanced automation solutions, and processing systems, field service solutions, and remote diagnostics and productivity software solutions.

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.

A brief description of each of our segments as of March 31, 2026 is as follows:

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.

Detection and Traceability Technologies (“DTT”)

DTT provides electronic equipment and associated software that leverage extensive proprietary capabilities across detection and inspection technologies for applications including the verification and authentication of payment transactions.

DTT also delivers innovation solutions that ensure the quality, authenticity, and traceability of products across the supply chain, as well as advanced automation and processing systems, field service offerings, and remote diagnostics and productivity software solutions.

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

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Financial information by reportable segment is set forth below:

(in millions) Three months ended September 30, 2025

Crane Payment Innovations Security and Authentication Technologies Total

Net Sales $ 216.3 $ 228.8 $ 445.1

Cost of operations 94.8 111.8

Selling and administrative expense 38.5 37.4

Engineering expense 7.9 8.8

Other segment items (a)

Segment operating profit $ 60.7 $ 39.3 $ 100.0

Corporate costs ( 18.1 )

Operating profit 81.9

Interest income 0.3

Interest expense ( 16.2 )

Miscellaneous income, net 0.6

Income before income taxes $ 66.6

(in millions) Three months ended September 30, 2024

Crane Payment Innovations Security and Authentication Technologies Total

Net Sales $ 224.9 $ 178.6 $ 403.5

Cost of operations 101.0 96.3

Selling and administrative expense 36.3 23.7

Engineering expense 10.5 6.9

Other segment items (a)

Segment operating profit $ 64.6 $ 29.3 $ 93.9

Corporate costs ( 18.9 )

Operating profit 75.0

Interest income 0.4

Interest expense ( 13.4 )

Miscellaneous income, net 1.3

Income before income taxes $ 63.3

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions) Nine months ended September 30, 2025

Crane Payment Innovations Security and Authentication Technologies Total

(in millions) Three months ended March 31, 2026

SAT DTT Total

Net Sales $ 192.8 $ 194.9 $ 387.7

6 unchanged sentences

Operating profit 22.2

Interest income 0.7

Interest expense ( 17.8 )

Equity investment income 4.7

Miscellaneous income, net 0.1

Income before income taxes $ 9.2

(in millions) Nine months ended September 30, 2024

Crane Payment Innovations Security and Authentication Technologies Total

(in millions) Three months ended March 31, 2025

SAT DTT Total

Net Sales $ 127.4 $ 202.9 $ 330.3

6 unchanged sentences

Operating profit 37.3

Interest income 1.4

Interest expense ( 11.5 )

Equity investment income 0.1

Miscellaneous income, net 2.2

1 unchanged sentence

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 September 30,

Nine months ended September 30,

Three months ended March 31,

(in millions) 2026 2025

Depreciation and amortization:

Crane Payment Innovations $ 7.4 $ 7.4 $ 21.8 $ 22.1

Capital expenditures:

Security and Authentication Technologies $ 9.8 $ 6.5

Corporate 0.7 0.5 1.9 1.7

Detection and Traceability Technologies 0.5 0.8

Total $ 10.3 $ 7.3

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Nine months ended September 30,

Three months ended March 31,

(in millions) 2026 2025

Capital expenditures:

Crane Payment Innovations $ 5.2 $ 5.8

Depreciation and amortization:

Security and Authentication Technologies $ 21.2 $ 13.9

Detection and Traceability Technologies 7.2 7.1

Corporate 1.3 0.6

Total $ 29.7 $ 21.6

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

Crane Payment Innovations $ 1,166.7 $ 1,187.1

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions) March 31, 2026 December 31, 2025

Security and Authentication Technologies $ 1,713.2 $ 1,734.9

Corporate 39.1 21.2

Detection and Traceability Technologies 1,878.1 1,183.0

Corporate and other 49.1 198.5

Total $ 3,640.4 $ 3,116.4

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

Crane Payment Innovations $ 627.8 $ 609.1

(in millions) March 31, 2026 December 31, 2025

Security and Authentication Technologies $ 536.3 $ 539.8

Detection and Traceability Technologies 861.9 624.2

Total $ 1,398.2 $ 1,164.0

2 unchanged sentences

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

Three Months Ended Nine Months Ended

September 30, September 30,

Three Months Ended

(in millions) 2026 2025

Crane Payment Innovations

Products $ 181.3 $ 190.9 $ 528.3 $ 557.9

Services 35.0 34.0 102.3 100.4

Total Crane Payment Innovations $ 216.3 $ 224.9 $ 630.6 $ 658.3

Security and Authentication Technologies

2 unchanged sentences

Total Security and Authentication Technologies $ 192.8 $ 127.4

Detection and Traceability Technologies

Detection and Inspection Products and Solutions $ 160.1 $ 169.9

Services 34.8 33.0

Total Detection and Traceability Technologies $ 194.9 $ 202.9

Net sales $ 387.7 $ 330.3

1 unchanged sentence

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

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

As of March 31, 2026, our performance obligations were $ 649.3 million.

We expect to recognize approximately 88 % of our remaining performance obligations as revenue in 2026, and 12 % in 2027.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Contract Assets and Contract Liabilities

7 unchanged sentences

Net contract assets and contract liabilities consisted of the following:

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

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions) March 31, 2026 December 31, 2025

Contract assets $ 59.4 $ 56.1

1 unchanged sentence

Long-term contract liabilities $ 9.6 $ 17.0

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.

We recognized revenue of $ 28.5 million during the three months ended March 31, 2026, related to contract liabilities as of December 31, 2025.

Note 5 - Earnings Per Share

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

Three Months Ended Nine Months Ended

September 30, September 30,

Three Months Ended

(in millions, except per share data) 2026 2025

1 unchanged sentence

Average basic shares outstanding 57.5 57.3

Effect of dilutive share-based awards 0.6 0.6 0.6 0.7

Effect of dilutive stock-based awards 0.5 0.6

Average diluted shares outstanding 58.0 57.9

1 unchanged sentence

Earnings per diluted share $ 0.11 $ 0.38

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

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 0.3 million for the three months ended March 31, 2026, and 2025, respectively.

Note 6 - Changes in Accumulated Other Comprehensive Loss

3 unchanged sentences

Balance as of December 31, 2025 $ 1.2 $ ( 101.1 ) $ ( 99.9 )

Other comprehensive gain before reclassifications — 75.8 75.8

Amounts reclassified from accumulated other comprehensive loss ( 0.8 ) — ( 0.8 )

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

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

Amortization of pension components:

Prior service costs $ ( 0.2 ) $ ( 0.2 ) $ ( 0.6 ) $ ( 0.6 )

Net loss 0.1 0.1 0.2 0.2

Amortization of postretirement components:

Prior service costs — ( 0.3 ) — ( 0.7 )

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 )

Tax impact ( 0.1 ) ( 0.2 ) ( 0.2 ) ( 0.4 )

Total reclassifications for the period $ ( 0.3 ) $ ( 1.8 ) $ ( 0.8 ) $ ( 2.7 )

Note 8 - Pension and Postretirement Benefits

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

(in millions) 2025 2024 2025 2024

Service cost $ 0.5 $ 0.5 $ — $ —

Interest cost 0.5 0.5 0.1 0.2

Expected return on plan assets ( 0.7 ) ( 0.8 ) — —

Amortization of prior service cost ( 0.2 ) ( 0.2 ) — ( 0.3 )

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

Other — ( 1.4 ) — —

Settlement gain — — — —

Net periodic expense (benefit) $ 0.2 $ ( 1.3 ) $ ( 0.2 ) $ ( 0.3 )

Other comprehensive loss before reclassifications — ( 10.8 ) ( 10.8 )

Amounts reclassified from accumulated other comprehensive income ( 0.2 ) — ( 0.2 )

Net period other comprehensive loss ( 0.2 ) ( 10.8 ) ( 11.0 )

Balance as of March 31, 2026 $ 1.0 $ ( 111.9 ) $ ( 110.9 )

(a) Net of tax detriment of $ 1.0 million and $ 1.1 million as of March 31, 2026 and December 31, 2025, respectively.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Note 7 - Pension and Postretirement Benefits

For all plans, the components of net periodic expense (benefit) for the three months ended March 31, 2026, and 2025 are as follows:

Pension Postretirement

4 unchanged sentences

Amortization of prior service cost ( 0.1 ) ( 0.2 ) — —

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

Other — ( 1.4 ) — —

Settlement gain ( 0.1 ) — — —

Amortization of net gain — — ( 0.2 ) ( 0.1 )

Net periodic expense (benefit) $ 0.1 $ 0.1 $ ( 0.1 ) $ —

4 unchanged sentences

Expected contributions in 2026

Amounts contributed during the nine months ended September 30, 2025

Amounts contributed during the three months ended March 31, 2026

Note 8 - Income Taxes

2 unchanged sentences

Our effective tax rates are as follows:

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

2025 2024 2025 2024

Three Months Ended March 31,

Effective Tax Rate 25.8 % 22.7 %

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 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.

Our effective tax rate for the three months ended March 31, 2026 is higher than the prior year’s comparable period primarily due to the lower excess stock compensation deduction in the U.S.

as of March 31, 2026.

Our effective tax rate for the three months ended March 31, 2026 is higher than the statutory U.S.

federal tax rate of 21% primarily due to the lower excess stock compensation deduction in the U.S.

as of March 31, 2026.

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.

Pillar 2 addresses the risks associated with profit shifting to entities in low tax jurisdictions.

We adopted Pillar 2 in 2024 and the anticipated impact of Pillar 2 on our income tax provision for the fiscal year ending December 31, 2025 is approximately $ 2.4 million.

We have adopted Pillar 2 and this adoption will not have a significant impact on our business for 2026.

On April 3, 2023, Crane Holdings, Co was separated into two independent, publicly-traded companies, Crane NXT, Co.

and Crane Company.

The Tax Matters Agreement specifies the rights, responsibilities, and obligations after the separation with respect to tax liabilities and benefits.

The agreement specifies the portion, if any, of this tax liability for which we and Crane Company will bear responsibility, and we and Crane Company agreed to indemnify each other against any amounts for which they are not responsible.

As of March 31, 2026 and December 31, 2025, we had gross unrecognized tax benefits of $ 6.9 million and $ 6.6 million respectively included in “Other liabilities” in our Unaudited Condensed Consolidate d Balance Sheets.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As part of the Separation, we entered into a Tax Matters Agreement with SpinCo.

The agreement, among other things, governs our and SpinCo’s respective rights, responsibilities and obligations after the Separation with respect to tax liabilities and benefits (including any taxes imposed that are attributable to the failure of the Distribution and certain related transactions to qualify as a transaction that is tax-free for U.S.

federal income tax purposes), tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes.

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 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 9 - Goodwill and Intangible Assets

Changes to goodwill are as follows:

(in millions) Crane Payment Innovations Security and Authentication Technologies Total

(in millions) SAT DTT Total

Balance as of December 31, 2025

$ 539.8 $ 624.2 $ 1,164.0

Additions — 182.4 182.4

Additions (see Note 2) — 241.1 241.1

Currency translation and other ( 3.5 ) ( 3.4 ) ( 6.9 )

Balance as of September 30, 2025

Balance as of March 31, 2026

$ 536.3 $ 861.9 $ 1,398.2

Changes to intangible assets are as follows:

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

(in millions) Three Months Ended March 31, 2026 Year Ended December 31, 2025

Balance at beginning of period, net of accumulated amortization $ 557.2 $ 419.3

$ 419.3 $ 308.9

Additions 189.5 161.8

Additions (see Note 2) 251.7 191.1

Amortization expense ( 16.3 ) ( 59.5 )

6 unchanged sentences

Amortization Period of Finite Lived Assets

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

(in years) March 31, 2026 December 31, 2025

(in millions) Gross

8 unchanged sentences

Total 18.4 $ 1,267.6 $ 478.3 $ 789.3 $ 1,022.1 $ 464.9 $ 557.2

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

2 unchanged sentences

2031 and after $ 368.1

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 10 - Accrued Liabilities

Accrued liabilities consist of:

(in millions) September 30,

(in millions) March 31,

2026 December 31,

4 unchanged sentences

Warranty 12.9 10.9

Share deposit liabilities 1

Other 86.4 79.7

Total $ 358.1 $ 273.0

1 Share deposit liabilities represent ordinary shares that the Company was obligated to issue related to the acquisition of Antares Vision as of Dec 31, 2025.

The shares were subsequently issued during first quarter of 2026.

See Note 2, “Acquisitions” for further details.

Note 11 - Commitments and Contingencies

4 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 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

We believe that as of March 31, 2026, there was no reasonable possibility that a material loss, or any additional material losses, may have been incurred for such matters.

Note 12 - Financing

Our debt consisted of the following:

(in millions) September 30,

(in millions) March 31,

2026 December 31,

Term Loan $ 66.6 $ —

Debt assumed in connection with Antares Vision acquisition (see Note 2) $ 123.5 $ —

Term Loan A — 9.1

Revolving Facility 126.0 126.0

1 unchanged sentence

$ 249.5 $ 135.1

Term Loan $ 295.0 $ —

Term Loan A $ 242.0 $ 351.4

Term Loan B 484.4 120.7

6.55 % notes due November 2036

3 unchanged sentences

$ 1,259.4 $ 1,004.4

(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”).

Funding for both facilities became available in connection with the Separation.

On December 9, 2024, we entered into an amendment to the Credit Agreement which increased the Revolving Facility by $ 200 million to an aggregate $ 700 million and provided a delayed draw term loan (the “Term Loan”) of £ 300 million.

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

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.

(a) Debt discounts and debt issuance costs totaled $ 30.9 million and $ 30.7 million as of March 31, 2026, and December 31, 2025, respectively, and have been netted against the aggregate principal amounts of the related debt in the components of the debt table above, where applicable.

On December 15, 2025, in connection with the closing of the first phase of the Antares Vision acquisition, we amended our Credit Agreement (the “Fifth Amendment”) to provide for a new € 430 million senior secured delayed draw term loan facility (the “Term Loan B”) with a maturity date of December 15, 2032.

In addition, the Fifth Amendment provides for maturity extensions on our existing delayed draw term loan (the “Term Loan A”) and revolving credit facility (the “Revolving Facility”) to December 15, 2030 and increased the Revolving Facility to $ 800.0 million.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In the three months ended March 31, 2026, we drew down $ 30.0 million and repaid $ 30.0 million on the Revolving Facility to fund working capital requirements.

We also drew down € 317.9 million, or $ 366.9 million, on the Term Loan B to fund Phase 2 of the Antares Vision acquisition.

In addition, we repaid $ 112.4 million under the Term Loan A.

In accordance with the Sale and Purchase Agreements, we assumed $ 123.5 million of subsidiary debt obligations as part of the Antares Vision acquisition which we expect to settle in the second quarter of 2026.

The debt assumed is included under “short-term borrowings” on our Unaudited Condensed Consolidated Balance Sheets.

Note 13 - Fair Value Measurements

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)

The following tables provide information regarding the Company’s assets and liabilities measured at fair value as of March 31, 2026, and December 31, 2025.

March 31, 2026 (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

Accrued Liabilities $ — $ — $ — $ —

Long-term debt Long-term debt $ — $ 415.0 $ — $ 415.0

Performance-based restricted share units

Accrued liabilities $ 0.9 $ — $ — $ 0.9

Other Liabilities $ 1.0 $ — $ — $ 1.0

Contingent Liability Other Liabilities $ — $ — $ 1.3 $ 1.3

1 Notional value of $ 11.5 million

December 31, 2025 (in millions)

4 unchanged sentences

Foreign exchange contract not designated as hedging instrument 1

Accounts Receivable $ — $ 0.1 $ — $ 0.1

Foreign exchange contract not designated as hedging instrument 1

Accrued Liabilities $ — $ — $ — $ —

5 unchanged sentences

Note 14 - Restructuring

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.

We expect to substantially complete the restructuring program in 2025, with total costs expected to be in the range of $ 10 million to $ 15 million.

• We recorded $ 2.3 million of restructuring expense in the CPI segment, predominantly related to severance charges.

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 September 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 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.

2025 Restructuring - In 2025, we initiated restructuring actions as follows:

• For the three months ended March 31, 2026, we recorded additional severance costs of $ 0.6 million to better align CPI’s cost structure with current economic conditions.

As of March 31, 2026, cumulative restructuring charges associated with this initiative were $ 5.3 million.

We continue to evaluate and align CPI’s cost structure with existing economic conditions which could result in additional actions in 2026.

• We also initiated actions in the second quarter of 2025 to integrate the DLR and OpSec businesses to form Crane Authentication.

During the first quarter of 2026, we recorded additional restructuring expenses of $ 2.2 million related to severance and facility exit activities.

As of March 31, 2026, cumulative restructuring charges associated with this initiative were $ 14.4 million.

Total program costs are expected to be approximately $25 million.

2024 Restructuring - In the first and fourth quarters of 2024, in response to challenging industry conditions, we initiated workforce reductions in CPI, incurring $ 10.4 million of cumulative severance charges, net through March 31, 2026.

We have substantially completed the restructuring program and do not expect to incur material additional costs.

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 Nine Months Ended

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

Three Months Ended March 31,

(in millions) 2026 2025

Crane Payment Innovations $ 1.1 $ — 2.3 2.7

Security and Authentication Technologies $ 2.2 $ —

Detection and Traceability Technologies 0.9 —

Total restructuring charges $ 3.1 $ —

R estructuring Liability

Restructuring Liability

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

(in millions) 2025 Restructuring 2024 Restructuring 2022 Restructuring Total

(in millions) 2025 Restructuring 2024 Restructuring Total

Balance as of December 31, 2025 (a)

$ 7.2 $ 0.8 $ 8.0

9.0 — — $ 9.0

Utilization ( 4.1 ) ( 0.8 ) ( 4.9 )

Balance as of September 30, 2025 (a)

Balance as of March 31, 2026 (a)

$ 5.0 $ 0.3 $ 5.3

Included within “Accrued Liabilities” in the Unaudited Condensed Consolidated Balance Sheets.

Included within “Restructuring charges” in the Unaudited Condensed Consolidated Statements of Operations.

(a) Included within Accrued Liabilities in the Unaudited Condensed Consolidated Balance Sheets.

(b) Included within “Restructuring charges” in the Unaudited Condensed Consolidated Statements of Operations.

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

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What changed 10-Q

Item 1. Financial Statements