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Item 9A. Controls and Procedures

2025-02-20 compared with 2024-02-22 · 31 added, 17 removed, 166 unchanged (22% of the section changed)

Controls and Procedures

OpSec Acquisition .

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

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

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

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

Evaluation of Disclosure Controls and Procedures .

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We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated and combined financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 20, 2025, expressed an unqualified opinion on those consolidated and combined financial statements.

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

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

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Responsibility for Financial Reporting” appearing in Item 8.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

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

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

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

Executive Compensation

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Consolidated and Combined Statements of Comprehensive Income Page 40

Consolidated and Combined Balance Sheets Page 40

Consolidated Balance Sheets Page 41

Consolidated and Combined Statements of Cash Flows Page 42

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Notes to Consolidated and Combined Financial Statements Page 44

(b) Financial Statement Schedules:

Financial statement schedules are omitted because they are not applicable, not required, not material or because the required information is included in the Consolidated and Combined Financial Statements of the Company or the Notes thereto.

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

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

Exhibit 19 Policy on Trading in Company Securities

Exhibit 21 Subsidiaries of the Registrant.

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(3) Certificate of Incorporation and Bylaws:

(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)(a) Amended and Restated Certificate of Incorporation of Crane NXT, Co., dated as of May 16, 2022 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on April 3, 2023).

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).

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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.

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

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

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(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.

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

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

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

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.

10(e) 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.

10(f) 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.

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

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

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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).

Amended & Restated 2018 Stock Incentive Plan (incorporated by reference Appendix A to the Company ’ s Proxy Statement filed on March 12, 202 1 ).

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

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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).

(m) Employment Contract, dated April 30, 2024, between Crane Payment Innovations, Limited and Sam Keayes (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed August 7, 2024).

(n) 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).

(o) 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).

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Date 2/20/2025 Date 2/20/2025 Date 2/20/2025

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

Cristen Kogl Ellen McClain Max H.

/s/ SANDRA JOYCE /s/ CRISTEN KOGL /s/ ELLEN MCCLAIN

Sandra Joyce Cristen Kogl Ellen McClain

Date 2/20/2025 Date 2/20/2025 Date 2/20/2025

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

What changed 10-K

Item 9A. Controls and Procedures