What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-22 compared with 2023-03-01 · 91 added, 90 removed, 92 unchanged (66% of the section changed)

2 unchanged sentences

The Company’s Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the year covered by this annual report.

The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that are filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and the information is accumulated and communicated to the Company’s Chief Executive Officer and Principal Financial Officer to allow timely decisions regarding required disclosure.

Based on this evaluation, the Company’s Chief Executive Officer and Principal Financial Officer have concluded that these controls are effective as of the end of the year covered by this annual report.

The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that are filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and the information is accumulated and communicated to the Company’s Chief Executive Officer and Chief Financial Officer to allow timely decisions regarding required disclosure.

Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that these controls are effective as of the end of the year covered by this annual report.

Change in Internal Controls over Financial Reporting.

5 unchanged sentences

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Crane Holdings, Co.

To the Shareholders and the Board of Directors of Crane NXT, Co.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Crane Holdings, Co.

We have audited the internal control over financial reporting of Crane NXT, Co.

and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in I nternal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022, of the Company and our report dated March 1, 2023, expressed an unqualified opinion on those consolidated financial statements.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated and combined financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 22, 2024, expressed an unqualified opinion on those consolidated and combined financial statements.

Basis for Opinion

16 unchanged sentences

Stamford, Connecticut

March 1, 2023

February 22, 2024

Other Information

During the fiscal quarter ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934) adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

1 unchanged sentence

Directors, Executive Officers and Corporate Governance

The information required by Item 10 is incorporated by reference to the definitive proxy statement with respect to the 2023 Annual Meeting of Shareholders which the Company expects to file with the Commission pursuant to Regulation l4A on or about June 5, 2023 except that such information with respect to Executive Officers of the Registrant is included, pursuant to Instruction 3, paragraph (b) of Item 401 of Regulation S-K, under Part I.

The Company’s Corporate Governance Guidelines, the charters of its Management Organization and Compensation Committee, its Nominating and Governance Committee and its Audit Committee and its Code of Ethics are available at www.craneco.com/governance.

The information required by Item 10 is incorporated by reference to the definitive proxy statement with respect to the 2024 Annual Meeting of Shareholders which the Company expects to file with the Commission pursuant to Regulation 14A on or about April 11, 2024 except that such information with respect to Executive Officers of the Registrant is included, pursuant to Instruction 3, paragraph (b) of Item 401 of Regulation S-K, under Part I.

Amendments to our Code of Ethics and any grant of a waiver from a provision of our Code of Ethics requiring disclosure under applicable Commission rules will be disclosed on our website at www.cranenxt.com/governance.

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

Executive Compensation

The information required by Item 11 is incorporated by reference to the definitive proxy statement with respect to the 2023 Annual Meeting of Shareholders which the Company expects to file with the Commission pursuant to Regulation 14A on or about June 5, 2023.

The information required by Item 11 is incorporated by reference to the definitive proxy statement with respect to the 2024 Annual Meeting of Shareholders which the Company expects to file with the Commission pursuant to Regulation 14A on or about April 11, 2024.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Except the information required by Section 201(d) of Regulation S-K which is set forth below, the information required by Item 12 is incorporated by reference to the definitive proxy statement with respect to the 2023 Annual Meeting of Shareholders which the Company expects to file with the Commission pursuant to Regulation 14A on or about June 5, 2023.

Except the information required by Section 201(d) of Regulation S-K which is set forth below, the information required by Item 12 is incorporated by reference to the definitive proxy statement with respect to the 2024 Annual Meeting of Shareholders which the Company expects to file with the Commission pursuant to Regulation 14A on or about April 11, 2024.

As of December 31, 2023:

8 unchanged sentences

2018 Stock Incentive Plan (and predecessor plans) 986,736 a

2018 Amended and Restated Stock Incentive Plan 436,752 $ 101.72 4,520,597

2018 Amended and Restated Stock Incentive Plan 976,091 a

$ 43.15 9,946,972

Equity compensation plans not approved by security holders — $ — —

5 unchanged sentences

Certain Relationships and Related Transactions, and Director Independence

The information required by Item 13 is incorporated by reference to the definitive proxy statement with respect to the 2023 Annual Meeting of Shareholders which the Company expects to file with the Commission pursuant to Regulation 14A on or about June 5, 2023.

Principal Accounting Fees and Services

The information required by Item 14 is incorporated by reference to the definitive proxy statement with respect to the 2023 Annual Meeting of Shareholders which the Company expects to file with the Commission pursuant to Regulation 14A on or about June 5, 2023.

The information required by Item 13 is incorporated by reference to the definitive proxy statement with respect to the 2024 Annual Meeting of Shareholders which the Company expects to file with the Commission pursuant to Regulation 14A on or about April 11, 2024.

Principal Accountant Fees and Services

The information required by Item 14 is incorporated by reference to the definitive proxy statement with respect to the 2024 Annual Meeting of Shareholders which the Company expects to file with the Commission pursuant to Regulation 14A on or about April 11, 2024.

Exhibits and Financial Statement Schedules

(a) Consolidated Financial Statements:

(a) Consolidated and Combined Financial Statements:

Report of Independent Registered Public Accounting Firm (PCAOB ID No.

Consolidated Statements of Operations Page 48

Consolidated Statements of Comprehensive Income Page 49

Consolidated Balance Sheets Page 50

Consolidated Statements of Cash Flows Page 51

Consolidated Statements of Changes in Equity Page 53

Notes to Consolidated Financial Statements Page 54

Exhibit 10.1 Offer Letter, dated September 27, 2022, between the Company and Aaron Saak (filed herewith).

Consolidated and Combined Statements of Operations Page 38

Consolidated and Combined Statements of Comprehensive Income Page 39

Consolidated and Combined Balance Sheets Page 40

Consolidated and Combined Statements of Cash Flows Page 41

Consolidated and Combined Statements of Changes in Equity Page 42

Notes to Consolidated and Combined Financial Statements Page 43

Exhibit 21 Subsidiaries of the Registrant.

1 unchanged sentence

Exhibit 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a).

Exhibit 31.2 Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a).

Exhibit 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a).

Exhibit 32.1 Certification of Chief Executive Officer pursuant to Rule13a-14(b) or 15d-14(b).

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

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

Exhibit 97 Policy Relating to Recovery of Erroneously Awarded Compensation.

Exhibit 101.INS XBRL Instance Document

5 unchanged sentences

Exhibit 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

* Management Contracts or Compensatory Plans, Contracts or Arrangements.

Exhibits to Form 10-K — Documents incorporated by reference:

(2) Plan of acquisition, reorganization, liquidation, or succession:

Agreement and Plan of Merger, dated February 28, 2022, by and among Crane Co., Crane Holdings, Co., and Crane Transaction Company, LLC (included as Appendix A to the proxy statement/prospectus included in Amendment No.

2 to Crane Holdings, Co.’s Registration Statement on Form S-4 (Registration No.

333-263119) filed on April 14, 2022) (incorporated by reference to Exhibit 2.1 to Crane Holdings, Co.'s Current Report on Form 8-K12G3 filed on May 16, 2022).

Stock Purchase Agreement, dated as of August 12, 2022, by and among Crane Holdings, Co., Crane Company, Redco Corporation and Spruce Lake Liability Management Holdco LLC (incorporated by reference to Exhibit 2.1 to Crane Holdings, Co.'s Current Report on Form 8-K filed on August 15, 2022).

2.1 Agreement and Plan of Merger, dated February 28, 2022, by and among Crane Co., Crane NXT , Co., and Crane Transaction Company, LLC (included as Appendix A to the proxy statement/prospectus included in Amendment No.

2 to Crane NXT , Co.’s Registration Statement on Form S-4 (Registration No.

333-263119) filed on April 14, 2022) (incorporated by reference to Exhibit 2.1 to the Company ’ s Current Report on Form 8-K12G3 filed on May 16, 2022).

2.2 Stock Purchase Agreement, dated as of August 12, 2022, by and among Crane NXT , Co., Crane Company, Redco Corporation and Spruce Lake Liability Management Holdco LLC (incorporated by reference to Exhibit 2.1 to the Company ’ s Current Report on Form 8-K filed on August 15, 2022).

2.3 Separation and Distribution Agreement, dated as of April 3, 2023, by and between Crane NXT, Co.

and Crane Company (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 3, 2023).

(3) Certificate of Incorporation and Bylaws:

Amended and Restated Certificate of Incorporation of Crane Holdings, Co.

(incorporated by reference to Exhibit 3.1 to Crane Holdings, Co.'s Current Report on Form 8-K12G3 filed on May 16, 2022).

Amended and Restated By-laws of Crane Holdings, Co.

(incorporated by reference to Exhibit 3.2 to Crane Holdings, Co.'s Current Report on Form 8-K12G3 filed on May 16, 2022).

(3)(a) Amended and Restated Certificate of Incorporation of Crane NXT, Co.

(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K12G3 filed on May 16, 2022).

3(b) Certificate of Amendment to the Certificate of Incorporation of Crane NXT, Co., dated as of April 3, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 3, 2023).

3(c) Amended and Restated By-laws of Crane NXT, Co., dated as of April 3, 2023 (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on April 3, 2023).

(4) Instruments Defining the Rights of Security Holders:

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

First Supplemental Indenture to the Indenture dated April 1, 1991, dated as of May 16, 2022, between Crane Holdings, Co.

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

Indenture, dated as of December 13, 2013, between the Company and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on December 13, 2013).

First Supplemental Indenture to the Indenture dated December 13, 2013, dated as of May 16, 2022, between Crane Holdings, Co.

Bank Trust Company, National Association (incorporated by reference to Exhibit 4.2 to Crane Holdings, Co.'s Current Report on Form 8-K12G3 filed on May 16, 2022).

(4)(b)(3) Form of Note for 4.450% Notes due 2023 (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on December 13, 2013).

Indenture, dated as of dated as of February 5, 2018, between the Company and U.S.

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

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

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

(4)(b)(1) Indenture, dated as of dated as of February 5, 2018, between t h e C o m p a n y and U.S.

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

First Supplemental Indenture to the Indenture dated February 5, 2018, dated as of May 16, 2022, between Crane Holdings, Co.

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

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

Description of Registrant’s Securities Registered Pursuant to Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019).

Form of Commercial Paper Dealer Agreement by and between Crane Holdings, Co.

and the respective commercial paper dealer party thereto (incorporated by reference to Exhibit 10.2 to Crane Holdings, Co.'s Current Report on Form 8-K12G3 filed on May 16, 2022).

10(b) $650 million 5-Year Revolving Credit Agreement, dated as of July 28, 2021 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 28, 2021).

Amendment No.

1, dated as of May 16, 2022, by and among Crane Holdings, Co., Crane Co., CR Holdings C.V., each Lender party thereto, and JPMorgan Chase Bank, N.A.

(incorporated by reference to Exhibit 10.1 to Crane Holdings, Co.'s Current Report on Form 8-K filed on May 16, 2022).

364-Day Credit Agreement, dated as of August 11, 2022, by and among Crane Holdings, Co., as borrower, the financial institutions party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to Crane Holdings, Co.'s Current Report on Form 8-K filed on August 15, 2022).

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

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

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

(4)(d) Description of Registrant’s Securities Registered Pursuant to Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019).

(10) Material Contracts:

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

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

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

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

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

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

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

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

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

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

(iii) Management Contracts or Compensatory Plans, Contracts or Arrangements

(a) The 2011 Annual Incentive Plan (incorporated by reference to Appendix A to the Company's Proxy Statement filed on March 9, 2011).

(a) The Crane Co.

2013 Stock Incentive Plan (incorporated by reference to Appendix A to the Company's Proxy Statement filed on March 11, 2013).

(b) The Crane Co.

1 unchanged sentence

2018 Stock Incentive Plan (incorporated by reference to Appendix A to the Company's Proxy Statement filed on March 15, 2018).

(d) The Crane Co.

Amended & Restated 2018 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 26, 2001).

(e) 2007 Non-Employee Director Compensation Plan (incorporated by reference to Appendix B to the Company’s Proxy Statement filed on March 9, 2007).

(f) The Crane Co.

Amended & Restated 2018 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 26, 2001).

(d) 2007 Non-Employee Director Compensation Plan (incorporated by reference to Appendix B to the Company’s Proxy Statement filed on March 9, 2007).

(e) The Crane Co.

2009 Non-Employee Director Compensation Plan (incorporated by reference to Appendix B to the Company’s Proxy Statement filed on March 6, 2009).

(g) The Crane Co.

Benefit Equalization Plan, effective February 25, 2008 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008).

(h) The Crane Co.

Benefit Equalization Plan as amended effective January 1, 2013 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed December 11, 2013).

(i) Form of Employment/Severance Agreement between the Company and certain executive officers, which provides for the continuation of certain employee benefits upon a change in control (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010).

(f) Form of Employment/Severance Agreement between the Company and certain executive officers, which provides for the continuation of certain employee benefits upon a change in control (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010).

Agreements in this form have been entered into with all executive officers.

(j) Form of Indemnification Agreement between the Company and each of its director and executive officers (incorporated by reference to Exhibit 10.3(i) to the Company’s Annual Report on Form 10-K filed February 23, 2021).

(k) Time-sharing Agreement dated January 31, 2014 between the Company and Max H.

Mitchell (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on January 31, 2014).

(l) Amendment, dated August 31, 2017, to Time Sharing Agreement with M.

Mitchell (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017).

(m) Time-sharing Agreement, dated April 27, 2020 between the Company and James L.L.

Tullis (incorporated by reference to Exhibit 10.3(l) to the Company’s Annual Report on Form 10-K filed February 23, 2021).

(g) Form of Indemnification Agreement between the Company and each of its director and executive officers (incorporated by reference to Exhibit 10.3(i) to the Company’s Annual Report on Form 10-K filed February 23, 2021).

(h) Offer Letter, dated September 27, 2022, between Crane NXT, Co.

and Aaron Saak (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K filed March 1, 2023).

(i) Offer Letter, dated February 24, 2023, between Crane NXT, Co.

and Christina Cristiano (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed May 10, 2023).

(j) Offer Letter, dated February 9, 2023, between Crane NXT, Co.

and Paul Igoe (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed May 10, 2023).

(k) Offer Letter, dated March 3, 2023, between Crane NXT, Co.

and Jennifer Kartono (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed May 10, 2023).

(l) Offer Letter, dated February 27, 2023, between Crane NXT, Co.

and Bianca Shardelow (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed May 10, 2023).

(m) Crane NXT, Co.

Benefit Equalization Plan (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed May 10, 2023).

(n) Crane NXT, Co.

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

Form 10-K Summary

Not applicable.

Pursuant to the requirements of Section l3 or l5 (d) of the Securities Exchange Act of l934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CRANE HOLDINGS, CO.

By /s/ MAX H.

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CRANE NXT, CO.

By /s/ AARON SAAK

President and Chief Executive Officer

1 unchanged sentence

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

MITCHELL /s/ RICHARD A.

MAUE /s/ CHRISTINA CRISTIANO

Mitchell President, Chief Executive Officer and Director Richard A.

Maue Executive Vice President

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

Chief Executive Officer and Director

(Principal Executive Officer) Christina Cristiano Senior Vice President

Chief Financial Officer

(Principal Financial Officer)

Christina Cristiano

Bianca Shardelow

Vice President, Controller

2 unchanged sentences

Date 2/22/2024 Date 2/22/2024 Date 2/22/2024

/s/ JAMES L.L.

TULLIS /s/ MARTIN R.

BENANTE /s/ MICHAEL DINKINS

Tullis Martin R.

Benante Michael Dinkins

STROUP /s/ MICHAEL DINKINS /s/ WILLIAM K.

Stroup Michael Dinkins William K.

Date 2/22/2024 Date 2/22/2024 Date 2/22/2024

/s/ RONALD C.

LINDSAY /s/ ELLEN MCCLAIN /s/ CHARLES G.

Lindsay Ellen McClain Charles G.

/s/ CRISTEN KOGL /s/ ELLEN MCCLAIN /s/ MAX H.

Cristen Kogl Ellen McClain Max H.

Date 2/22/2024 Date 2/22/2024 Date 2/22/2024

/s/ JENNIFER M.

POLLINO /s/ JOHN S.

Pollino John S.

PETRATIS /s/ JAMES L.L.

Petratis James L.L.

Date 2/22/2024 Date 2/22/2024

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

What changed 10-K

Item 9A. Controls and Procedures