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Item 1. Financial Statements

2026-08-05 compared with 2026-05-06 · 226 added, 128 removed, 544 unchanged (39% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

(in millions, except per share data) 2026 2025 2026 2025

8 unchanged sentences

Equity investment income 0.1 0.3 4.8 0.4

Miscellaneous income, net 0.1 2.2

Miscellaneous (expense) income, net ( 0.1 ) 1.0 — 3.2

Total other expense, net ( 21.0 ) ( 15.1 ) ( 34.0 ) ( 24.3 )

15 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2026 2025 2026 2025

4 unchanged sentences

Other comprehensive (loss) income, net of tax ( 1.7 ) 49.7 ( 12.7 ) 80.6

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

Comprehensive income before allocation to noncontrolling interest $ 34.5 $ 74.7 $ 30.3 $ 127.3

Noncontrolling interest in comprehensive income 0.8 0.1 1.2 0.1

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

Comprehensive income attributable to common shareholders $ 33.7 $ 74.6 $ 29.1 $ 127.2

See Notes to Unaudited Condensed Consolidated Financial Statements.

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions) March 31,

(in millions) June 30,

2026 December 31,

1 unchanged sentence

Cash and cash equivalents $ 231.4 $ 233.8

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

Accounts receivable, net of allowance for credit losses of $ 11.2 as of June 30, 2026 and $ 8.9 as of December 31, 2025

and foreign taxes on income 18.9 12.7

21 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

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

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

2026 December 31,

3 unchanged sentences

Accounts payable 118.8 132.3

Contract liabilities 158.7 87.3

Accrued liabilities 199.5 185.7

27 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

(in millions) 2026 2025

1 unchanged sentence

Net income before allocation to noncontrolling interest $ 43.0 $ 46.7

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

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

Depreciation and amortization 68.5 48.7

3 unchanged sentences

Cash used for operating working capital ( 55.8 ) ( 48.1 )

Long-term contract liabilities 8.6 ( 0.2 )

Other ( 0.6 ) 3.8

Total used for operating activities ( 14.0 ) ( 19.1 )

Total provided by operating activities 72.7 43.7

Investing activities:

7 unchanged sentences

Proceeds from stock options exercised 0.3 1.3

Purchase of noncontrolling interest ( 0.2 ) —

Payment of tax withholding on equity awards vested ( 3.0 ) ( 5.8 )

Debt issuance costs ( 2.0 ) ( 0.8 )

Repayment of short-term debt ( 115.1 ) —

Proceeds from revolving credit facility 159.4 348.0

2 unchanged sentences

Repayment of term loan ( 112.4 ) ( 36.8 )

Finance lease repayments ( 1.9 ) —

Total provided by financing activities 170.3 344.8

10 unchanged sentences

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 $ 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.

Current restricted cash, included within “Other current assets” in our Unaudited Condensed Consolidated Balance Sheets, was $ 2.7 million and $ 0.9 million as of June 30, 2026, and 2025, respectively.

Non-current restricted cash, included within “Other assets” in our Unaudited Condensed Consolidated Balance Sheets, was $ 7.0 million and $ 11.1 million as of June 30, 2026, and 2025, respectively.

See Notes to Unaudited Condensed Consolidated Financial Statements.

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

(in millions) 2026 2025

36 unchanged sentences

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

Noncontrolling interest of acquired entity — — — — — — ( 1.1 ) ( 1.1 )

Purchase of noncontrolling interest — ( 0.2 ) — — — ( 0.2 ) — ( 0.2 )

Net income — — 35.4 — — 35.4 0.8 36.2

Cash dividends ($ 0.18 per share)

— — ( 10.4 ) — — ( 10.4 ) — ( 10.4 )

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

Exercise of stock options of 11,361 shares

— — — — 0.3 0.3 — 0.3

Impact from settlement of stock-based awards, net of shares acquired — ( 0.8 ) — — 0.8 — — —

Stock-based compensation expense — 4.0 — — — 4.0 — 4.0

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

Currency translation adjustment — — — ( 1.5 ) — ( 1.5 ) 0.5 ( 1.0 )

Balance as of June 30, 2026 $ 72.4 $ 1,712.1 $ 395.6 $ ( 112.6 ) $ ( 801.2 ) $ 1,266.3 $ ( 1.2 ) $ 1,265.1

See Notes to Unaudited Condensed Consolidated Financial Statements.

CRANE NXT, CO.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in millions, except share data) Common

4 unchanged sentences

Loss Treasury

Stock Total Shareholders’ Equity Non-controlling Interest Total

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

9 unchanged sentences

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 — — — — — — 1.7 1.7

Net income — — 24.9 — — 24.9 0.1 25.0

Cash dividends ($ 0.17 per share)

— — ( 9.8 ) — — ( 9.8 ) — ( 9.8 )

Exercise of stock options of 21,180 shares

— — — — 0.7 0.7 — 0.7

Impact from settlement of stock-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

See Notes to Unaudited Condensed Consolidated Financial Statements.

17 unchanged sentences

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

Disaggregation of Income Statement Expenses which intends to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development).

Disaggregation of Income Statement Expenses which intends to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation and amortization) in commonly presented expense captions (such as cost of sales, SG&A, and research and development).

The standard requires disclosure of these expenses on an interim and annual basis in the notes to the financial statements.

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 Disclosures.

The Company is currently evaluating the potential impact of this standard on its financial statements and disclosures.

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

6 unchanged sentences

Antares Vision Acquisition

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.

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.

6 unchanged sentences

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-date fair value of the previously held interest was determined using 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”

In connection with the acquisition, the Company had issued 3,635,104 ordinary shares and 3,635,104 Class B shares of ITT to certain Antares Vision personnel at € 5.00 per share.

Following the acquisition and delisting of Antares Vision, the fair value of the ordinary shares and Class B shares was estimated using a market approach based on a calibrated transaction multiple methodology, which classifies these measurements within Level 3 of the fair value hierarchy.

The valuation incorporates the purchase price paid for Antares Vision in the acquisition, the change in operating performance and the change in valuation multiples derived from selected guideline public companies.

As of June 30, 2026, the fair value of the ordinary shares was $ 20.7 million and the fair value of the Class B shares was $ 36.3 million.

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

3 unchanged sentences

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.

These estimates, including the expected conversion outcome of the Class B shares and the related fair value determination, 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-and-six months ended June 30, 2026, the Company recognized a $ 0.0 million and $ 6.8 million benefit from the remeasurement of these liability‑classified stock‑based compensation awards.

Subsequent changes in stock-based compensation liability are recognized as stock‑based compensation expense through “Selling, general and administrative” 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.

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

Under ASC 718, the initial recognition and subsequent remeasurement of the Class B share liability represent compensation for future services without a service condition.

Accordingly, for the three-and-six months ended June 30, 2026, the Company recognized $ 0.0 million and $ 10.7 million, respectively, of stock-based compensation expense in “Selling, general and administrative” expense in the Unaudited Condensed Consolidated Statements of Operations, with a corresponding increase to the liability recorded in “Other liabilities” in the Unaudited Condensed Consolidated Balance Sheets.

As of June 30, 2026, the stock-based compensation liability associated with Class B shares was $ 36.3 million.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Allocation of Consideration Transferred to Net Assets Acquired

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.

The amounts below represent the preliminary estimation of the fair value of identifiable assets acquired and liabilities assumed from the acquisition of Antares Vision, 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”).

Net assets acquired (in millions)

11 unchanged sentences

Other current liabilities 63.5

Long-term debt 5.8

Other liabilities 73.7

4 unchanged sentences

Cash consideration transferred to acquire control 281.9

Fair value of noncontrolling interest 0.9

Fair value of nonredeemable noncontrolling interest ( 0.2 )

Total consideration of Antares Vision acquisition $ 417.1

15 unchanged sentences

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

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 customer relationships are being amortized on a straight-line basis (which approximates the economic pattern of benefits) over the estimated remaining weighted average useful life of 12.3 years and the backlog asset is being amortized over 2.5 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.

3 unchanged sentences

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 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.

On May 1, 2025, we acquired De La Rue Authentication Solutions (“DLR”) for a final purchase price of $ 391.1 million, net of cash acquired and working capital adjustments.

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

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 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”).

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

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

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

Net assets acquired (in millions)

11 unchanged sentences

Net assets acquired $ 391.1

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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:

6 unchanged sentences

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

During the period since acquisition, Antares Vision contributed net sales of $ 63.7 million and had an operating loss of $ 5.4 million for the three months ended June 30, 2026.

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

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,

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

(in millions) 2026 2025 2026 2025

2 unchanged sentences

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.

For the three-and-six months ended June 30, 2026, we recorded $ 4.4 million and $ 14.7 million respectively, of 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.

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

2 unchanged sentences

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:

Since March 31, 2026, we have had two reportable segments:

Security and Authentication Technologies and Detection and Traceability Technologies.

1 unchanged sentence

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 March 31, 2026 is as follows:

A brief description of each of our segments as of June 30, 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.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

DTT also delivers innovative 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 March 31, 2026

(in millions) Three months ended June 30, 2026

SAT DTT Total

3 unchanged sentences

Engineering expense 7.4 14.2

Other segment items (a)

Other segment items 1

Segment operating profit $ 38.9 $ 44.0 $ 82.9

5 unchanged sentences

Income before income taxes $ 47.9

(in millions) Three months ended March 31, 2025

(in millions) Three months ended June 30, 2025

SAT DTT Total

3 unchanged sentences

Engineering expense 9.2 9.3

Other segment items (a)

Other segment items 1

Segment operating profit $ 18.0 $ 49.0 $ 67.0

5 unchanged sentences

Income before income taxes $ 32.8

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions) Six months ended June 30, 2026

SAT DTT Total

Net Sales $ 419.5 $ 461.4 $ 880.9

Cost of operations 216.7 196.5

Selling and administrative expense 78.3 118.6

Engineering expense 16.2 22.0

Other segment items 1

Segment operating profit $ 54.0 $ 75.4 $ 129.4

Corporate costs ( 38.3 )

Operating profit 91.1

Interest expense ( 38.8 )

Equity investment income 4.8

Miscellaneous income, net —

Income before income taxes $ 57.1

(in millions) Six months ended June 30, 2025

SAT DTT Total

Net Sales $ 320.4 $ 414.3 $ 734.7

Cost of operations 154.6 189.8

Selling and administrative expense 71.4 81.2

Engineering expense 18.4 18.9

Other segment items 1

Segment operating profit $ 20.4 $ 98.7 $ 119.1

Corporate costs ( 33.9 )

Operating profit 85.2

Interest expense ( 27.9 )

Equity investment income 0.4

Miscellaneous income, net 3.2

Income before income taxes $ 60.9

1 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 March 31,

Three months ended June 30,

Six months ended June 30,

(in millions) 2026 2025 2026 2025

Capital expenditures:

Depreciation and amortization:

Security and Authentication Technologies $ 19.9 $ 19.2 $ 41.1 $ 33.1

Detection and Traceability Technologies 17.6 7.3 24.8 14.4

Corporate 1.3 0.6 2.6 1.2

Total $ 38.8 $ 27.1 $ 68.5 $ 48.7

Three months ended March 31,

Six months ended June 30,

(in millions) 2026 2025

Depreciation and amortization:

Capital expenditures:

Security and Authentication Technologies $ 18.4 $ 13.1

3 unchanged sentences

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(in millions) June 30, 2026 December 31, 2025

Security and Authentication Technologies $ 1,708.7 $ 1,734.9

2 unchanged sentences

Total $ 3,595.1 $ 3,116.4

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

(in millions) June 30, 2026 December 31, 2025

Security and Authentication Technologies $ 540.6 $ 539.8

4 unchanged sentences

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

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2026 2025 2026 2025

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 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.

As of June 30, 2026, our performance obligations were $ 755.5 million.

We expect to recognize approximately 59 % of our remaining performance obligations as revenue in 2026, approximately 40 % in 2027 and substantially all the remaining obligations in 2028.

Contract Assets and Contract Liabilities

1 unchanged sentence

government or indirectly to the U.S.

government through subcontracts, and certain international government contracts, where revenue recognized using the cost-to-cost method exceeds the amount billed to the customer.

government through subcontracts, and certain international 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.

1 unchanged sentence

Revenue related to contract liabilities is recognized when control is transferred to the customer.

We report contract assets, which are included within “Other current assets”, current contract liabilities, which are included within “Accrued liabilities” and long-term contract liabilities, which are included within “Other liabilities” on our Unaudited Condensed Consolidated Balance Sheets, on a contract-by-contract net basis at the end of each reporting period.

We report contract assets, which are included within “Other current assets”, current contract liabilities, which are presented separately as “Contract liabilities” and long-term contract liabilities, which are included within “Other liabilities” on our Unaudited Condensed Consolidated Balance Sheets, on a contract-by-contract net basis at the end of each reporting period.

Net contract assets and contract liabilities consisted of the following:

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(in millions) June 30, 2026 December 31, 2025

Contract assets $ 54.8 $ 56.1

1 unchanged sentence

Long-term contract liabilities $ 24.9 $ 17.0

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

We recognized revenue of $ 25.7 million and $ 54.2 million during the three-and-six months ended June 30, 2026, related to contract liabilities as of December 31, 2025.

Note 5 - 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

Three Months Ended Six Months Ended

June 30, June 30,

(in millions, except per share data) 2026 2025 2026 2025

5 unchanged sentences

Earnings per diluted share $ 0.61 $ 0.43 $ 0.72 $ 0.80

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.

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 1.0 million and 0.7 million respectively, for the three-and-six-months ended June 30, 2026, and 0.5 million and 0.4 million respectively, for the three-and-six months ended June 30, 2025.

Note 6 - Changes in Accumulated Other Comprehensive Loss

The table below provides the accumulated balances for each classification of accumulated other comprehensive income (loss), as reflected on our Unaudited Condensed Consolidated Balance Sheets.

(in millions) Pension and Postretirement Benefits (a)

(in millions) Pension and Postretirement Benefits 1

Currency Translation Adjustment Total

3 unchanged sentences

Net period other comprehensive loss ( 0.4 ) ( 12.3 ) ( 12.7 )

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.

Balance as of June 30, 2026 $ 0.8 $ ( 113.4 ) $ ( 112.6 )

1 Net of tax detriment of $ 0.9 million and $ 1.1 million as of June 30, 2026 and December 31, 2025, respectively.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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:

For all plans, the components of net periodic expense for the three months ended June 30, 2026, and 2025 are as follows:

Pension Postretirement

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

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

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

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

Settlement gain — ( 0.1 ) — —

Net periodic expense $ 0.2 $ — $ 0.1 $ —

For all plans, the components of net periodic expense for the six months ended June 30, 2026, and 2025 are as follows:

Pension Postretirement

(in millions) 2026 2025 2026 2025

Service cost $ 0.9 $ 1.0 $ — $ —

Interest cost 0.9 0.8 0.3 0.3

Expected return on plan assets ( 1.3 ) ( 1.3 ) — —

Amortization of prior service cost ( 0.3 ) ( 0.4 ) — —

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

Settlement gain — ( 0.1 ) — —

Net periodic expense $ 0.3 $ 0.1 $ — $ —

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.

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Expected contributions in 2026

Amounts contributed during the three months ended March 31, 2026

Amounts contributed during the six months ended June 30, 2026

Note 8 - Income Taxes

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Our effective tax rates are as follows:

Three Months Ended March 31,

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

2026 2025 2026 2025

Effective Tax Rate 24.5 % 24.0 % 24.7 % 23.4 %

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.

Our effective tax rate for the three-and-six months ended June 30, 2026 is higher than the prior year’s comparable period primarily due to the mix of non-U.S.

Our effective tax rate for the three-and-six months ended June 30, 2026 is higher than the statutory U.S.

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

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 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.

We have adopted Pillar 2 and the impact of this adoption on our business for the fiscal year ending December 31, 2026 is approximately $ 2.5 million.

On April 3, 2023, Crane Holdings, Co.

was separated into two independent, publicly-traded companies, Crane NXT, Co.

and Crane Company.

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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 of June 30, 2026, we had gross unrecognized tax benefits of $ 7.1 million included in “Other liabilities” in our Unaudited Condensed Consolidate d Balance Sheets.

Note 9 - Goodwill and Intangible Assets

5 unchanged sentences

Currency translation and other 0.8 ( 5.9 ) ( 5.1 )

Balance as of March 31, 2026

Balance as of June 30, 2026

$ 540.6 $ 895.4 $ 1,436.0

Changes to intangible assets are as follows:

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

(in millions) Six Months Ended June 30, 2026 Year Ended December 31, 2025

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

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Amortization Period of Finite Lived Assets

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

(in years) June 30, 2026 December 31, 2025

(in millions) Gross

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Amortization Net

Intellectual property rights 8.5 $ 83.2 $ 18.4 $ 18.5 $ 64.7 $ 66.0 $ 18.4 $ 18.4 $ 47.6

Customer relationships and backlog 18.0 $ 928.8 $ 364.1 $ 564.7 $ 767.9 $ 339.2 $ 428.7

Intellectual property rights 6.1 83.1 19.3 63.8 66.0 18.4 47.6

Developed Technology 6.0 161.2 52.2 109.0 113.2 42.2 71.0

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Accrued liabilities consist of:

(in millions) March 31,

(in millions) June 30,

2026 December 31,

Contract liabilities $ 169.2 $ 87.3

Employee related expenses 71.8 58.5

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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 March 31, 2026, 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 June 30, 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) March 31,

(in millions) June 30,

2026 December 31,

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

Term Loan A $ — $ 9.1

Revolving Facility 184.4 126.0

Total short-term borrowings (a)

Total short-term borrowings 2

$ 193.9 $ 135.1

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Other deferred financing costs associated with credit facilities ( 12.1 ) ( 13.4 )

Total long-term debt (a)

Total long-term debt 2

$ 1,260.0 $ 1,004.4

(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.

1 Includes debt assumed in connection with the Antares Vision acquisition including finance lease liabilities.

2 Debt discounts and debt issuance costs totaled $ 30.0 million and $ 30.7 million as of June 30, 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 B 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 senior secured term loan A facility (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.

In the fourth quarter of 2025, we designated the Term Loan B as a net investment hedge of certain foreign subsidiaries to mitigate the impact of foreign currency exchange rate fluctuations on the Company’s net investments in those subsidiaries.

We recorded gains of $ 5.5 million and $ 7.7 million for the three-and-six months period ended June 30, 2026, respectively in Currency Translation Adjustment (“CTA”), a component of Accumulated Other Comprehensive Income (“AOCI”).

In the six months ended June 30, 2026, we performed the following debt related activity:

• Borrowed € 317.9 million, or $ 366.9 million, under the Term Loan B to fund the acquisition of Antares Vision.

• Assumed $ 123.5 million of Antares Vision debt, of which $ 115.1 million was repaid during the second quarter of 2026.

The remaining balance was repaid subsequent to the quarter-end.

• Borrowed $ 159.4 million and repaid $ 101.0 million on our Revolving Facility to fund the repayment of Antares Vision debt and support the Company’s working capital needs.

• Repaid $ 112.4 million of Term Loan A.

Note 13 - Fair Value Measurements

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)

The following tables provide information regarding the Company’s assets and liabilities measured at fair value as of June 30, 2026, and December 31, 2025.

June 30, 2026 (in millions)

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

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Foreign exchange contract not designated as hedging instrument 1

Accounts Receivable $ — $ 0.2 $ — $ 0.2

Interest rate swap agreement not designated as hedging instrument 2

Accounts Receivable $ — $ 0.9 $ — $ 0.9

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

Other Liabilities $ 1.0 $ — $ — $ 1.0

Long-term debt 3

Long-term debt $ — $ 1,145.5 $ — $ 1,145.5

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

1 Notional value of $ 18.1 million

2 Assumed in connection with the Antares Vision acquisition.

To reduce exposure to fluctuations in future interest payments, Antares Vision utilized interest rate swap agreements that economically converted a portion of its variable-rate obligations to fixed rates.

These derivative instruments have not been designated as hedging instruments for accounting purposes under ASC 815.

Accordingly, changes in the fair value of the interest rate swaps are recognized in earnings as incurred.

These interest rate swaps had a notional value of $ 36.2 million at June 30, 2026.

3 Includes variable-rate term loan borrowings of $ 721.6 million.

The estimated fair value of the term loan approximated its carrying value as of June 30, 2026.

December 31, 2025 (in millions)

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Accrued Liabilities $ — $ — $ — $ —

Long-term debt Long-term debt $ — $ 440.3 $ — $ 440.3

Long-term debt 2

Long-term debt $ — $ 912.4 $ — $ 912.4

Performance-based restricted share units

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1 Notional value of $ 11.7 million

2 Includes the long-term portion of variable-rate term loan borrowings of $ 472.1 million.

The estimated fair value of the term loan approximated its carrying value as of December 31, 2025.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 14 - Restructuring

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.

• During the three-and-six months ended June 30, 2026, we recorded restructuring charges of $ 0.9 million and $ 3.1 million, respectively, related to severance and facility exit activities associated with the integration of the DLR and OpSec businesses.

As of June 30, 2026, cumulative restructuring charges associated with this initiative were $ 15.3 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.

• For the three-and-six months ended June 30, 2026, we recorded severance costs of $ 2.5 million and $ 3.1 million to better align CPI’s cost structure with current economic conditions.

As of June 30, 2026, cumulative restructuring charges associated with this initiative were $ 7.8 million.

We continue to evaluate and align CPI’s cost structure with existing economic conditions which could result in further actions in 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 Unaudited Condensed Consolidated Statements of Operations, as follows:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in millions) 2026 2025 2026 2025

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(in millions) 2025 Restructuring 2024 Restructuring Total

Balance as of December 31, 2025 (a)

Balance as of December 31, 2025 1

$ 7.2 $ 0.8 $ 8.0

Utilization ( 7.2 ) ( 1.0 ) ( 8.2 )

Balance as of March 31, 2026 (a)

Balance as of June 30, 2026 1

$ 4.3 $ 0.1 $ 4.4

(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.

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

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

Note 15 - Subsequent Events

On July 2, 2026, the Company repriced and increased its existing € 430.0 million Term Loan B through an amendment to its Credit Agreement (the “Sixth Amendment”).

Under the Sixth Amendment, the Company entered into a new € 480.0 million senior secured term loan B (hereafter referred to as the “Term Loan B”) and used the proceeds from the new Term Loan B, together with cash on hand, to repay the previously outstanding Term Loan B, accrued interest, and related transaction costs.

The remaining proceeds were used to repay a portion of Term Loan A.

The new Term Loan B interest rate is determined as an adjusted term Euro Interbank Offered Rate for the applicable interest period plus a margin ranging from 2.0 % to 2.25 % with such margin determined based on our first lien net leverage ratio.

There is no change to the maturity date of December 15, 2032.

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

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