What changed in this filing

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Item 1. Financial Statements

2025-05-07 compared with 2024-11-06 · 195 added, 351 removed, 390 unchanged (58% of the section changed)

2 unchanged sentences

AND SUBSIDIARIES

CONSOLIDATED AND COMBINED CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended Nine Months Ended

September 30, September 30,

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

(in millions, except per share data) 2025 2024

3 unchanged sentences

Selling, general and administrative 102.9 94.3

Restructuring charges, net — — 2.7 —

Restructuring charges — 2.7

Operating profit 37.3 55.4

2 unchanged sentences

Interest expense ( 11.5 ) ( 9.9 )

Related party interest expense — — — ( 2.5 )

Miscellaneous income, net 2.1 0.6

10 unchanged sentences

Dividends per share $ 0.17 $ 0.16

See Notes to Unaudited Consolidated and Combined Condensed Financial Statements.

See Notes to Unaudited Condensed Consolidated Financial Statements.

CRANE NXT, CO.

AND SUBSIDIARIES

CONSOLIDATED AND COMBINED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended Nine Months Ended

September 30, September 30,

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended

(in millions) 2025 2024

5 unchanged sentences

Comprehensive income attributable to common shareholders $ 52.6 $ 10.7

See Notes to Unaudited Consolidated and Combined Condensed Financial Statements.

See Notes to Unaudited Condensed Consolidated Financial Statements.

CRANE NXT, CO.

AND SUBSIDIARIES

CONSOLIDATED AND CONDENSED BALANCE SHEETS

(in millions) September 30,

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions) March 31,

2025 December 31,

1 unchanged sentence

Cash and cash equivalents $ 173.8 $ 165.8

Accounts receivable, net of allowance for credit losses of $ 9.5 as of September 30, 2024 and $ 11.8 as of December 31, 2023

Accounts receivable, net of allowance for credit losses of $ 7.9 as of March 31, 2025 and $ 7.7 as of December 31, 2024

and foreign taxes on income 7.9 8.6

16 unchanged sentences

Total assets $ 2,428.7 $ 2,386.5

See Notes to Unaudited Consolidated and Combined Condensed Financial Statements.

See Notes to Unaudited Condensed Consolidated Financial Statements.

CRANE NXT, CO.

AND SUBSIDIARIES

CONSOLIDATED AND CONDENSED BALANCE SHEETS

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

CONDENSED CONSOLIDATED BALANCE SHEETS

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

2025 December 31,

15 unchanged sentences

Common shares, par value $ 1.00 ;

200,000,000 shares authorized, 72,441,647 shares issued

200,000,000 shares authorized

Capital surplus 1,710.9 1,719.9

7 unchanged sentences

Common shares outstanding 57,357,459 57,197,147

See Notes to Unaudited Consolidated and Combined Condensed Financial Statements.

See Notes to Unaudited Condensed Consolidated Financial Statements.

CRANE NXT, CO.

AND SUBSIDIARIES

CONSOLIDATED AND COMBINED CONDENSED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

(in millions) 2025 2024

4 unchanged sentences

Stock-based compensation expense 2.9 2.3

Defined benefit plans and postretirement credit ( 1.9 ) ( 0.6 )

Deferred income taxes ( 0.5 ) 0.2

1 unchanged sentence

Other ( 3.4 ) 1.5

Total provided by operating activities 133.0 197.8

Total (used for) provided by operating activities ( 19.1 ) 9.5

Investing activities:

Payment for acquisitions, net of cash acquired ( 269.9 ) —

Capital expenditures ( 13.1 ) ( 12.5 )

Proceeds from settlement of forward contracts 0.1 —

Settlement of forward contracts ( 0.5 ) —

Total used for investing activities ( 13.6 ) ( 12.5 )

4 unchanged sentences

Debt issuance costs ( 0.8 ) —

Repayment of long-term debt — ( 300.0 )

Proceeds from revolving credit facility 106.0 30.0

Repayment of revolving credit facility ( 52.5 ) ( 5.0 )

Proceeds from term loan — 350.0

Repayment of term loan — ( 0.7 )

Net transfers to Crane — ( 32.5 )

Total provided by (used for) financing activities 115.8 ( 176.5 )

Total provided by financing activities 38.0 10.6

Effect of exchange rates on cash, cash equivalents and restricted cash 6.7 ( 7.9 )

Decrease in cash, cash equivalents and restricted cash ( 53.2 ) ( 1.7 )

Cash and cash equivalents at beginning of period 227.2 230.7

Increase (decrease) in cash, cash equivalents and restricted cash 12.0 ( 0.3 )

Cash, cash equivalents and restricted cash at beginning of period 1

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

1 unchanged sentence

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

Current restricted cash, included within “Other current assets” in our Unaudited Consolidated and Combined Condensed Balance Sheets, was $ 2.2 million and $ 0.0 million as of September 30, 2024, and September 30, 2023, respectively.

Non-current restricted cash, included within “Other assets” in our Unaudited Consolidated and Combined Condensed Balance Sheets, was $ 6.7 million and $ 0.0 million as of September 30, 2024, and September 30, 2023, respectively.

See Notes to Unaudited Consolidated and Combined Condensed Financial Statements.

Current restricted cash, included within “Other current assets” in our Unaudited Condensed Consolidated Balance Sheets, was $ 0.8 million and $ 0.0 million as of December 31, 2024, and 2023, respectively.

Non-current restricted cash, included within “Other assets” in our Unaudited Condensed Consolidated Balance Sheets, was $ 6.8 million and $ 0.0 million as of December 31, 2024, and 2023, respectively.

2 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 $ 0.9 million and $ 0.1 million as of March 31, 2025, and 2024, respectively.

Non-current restricted cash, included within “Other assets” in our Unaudited Condensed Consolidated Balance Sheets, was $ 10.7 million and $ 6.2 million as of March 31, 2025, and 2024, respectively.

See Notes to Unaudited Condensed Consolidated Financial Statements.

CRANE NXT, CO.

AND SUBSIDIARIES

CONSOLIDATED AND COMBINED CONDENSED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

(in millions) 2025 2024

11 unchanged sentences

Unpaid capital expenditures $ 1.4 $ 2.0

See Notes to Unaudited Consolidated and Combined Condensed Financial Statements.

See Notes to Unaudited Condensed Consolidated Financial Statements.

CRANE NXT, CO.

AND SUBSIDIARIES

CONSOLIDATED AND COMBINED CONDENSED STATEMENTS OF CHANGES IN EQUITY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in millions, except share data) Common

16 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 ) $ 1,070.7

CRANE NXT, CO.

AND SUBSIDIARIES

CONSOLIDATED AND COMBINED CONDENSED STATEMENTS OF CHANGES IN EQUITY

(in millions) Common

4 unchanged sentences

Loss Treasury

Stock Crane Net Investment Total

Balance as of December 31, 2023 $ 72.4 $ 1,728.1 $ 120.9 $ ( 118.6 ) $ ( 838.8 ) $ 964.0

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

Stock-based compensation expense — — — — — 2.3 2.3

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

Currency translation adjustment — — — 4.9 — — 4.9

Net transfers to Crane — — — — — ( 393.1 ) ( 393.1 )

Balance as of March 31, 2023 $ — $ — $ — $ ( 127.1 ) $ — $ 568.2 $ 441.1

Net income attributable to common shareholders — — 43.2 — — — 43.2

Cash dividends ($0.16 per share)

— — ( 9.1 ) — — ( 9.1 )

Dividend from Crane — — — — — 275.0 275.0

Net transfers from Crane — — — — — 103.9 103.9

Reclassification of Crane Net Investment to Common Stock, Treasury Stock and Capital Surplus 72.4 1,722.8 — — ( 848.1 ) ( 947.1 ) —

Exercise of stock options, net of shares reacquired, of 64,105 shares

— — — — 1.9 — 1.9

Impact from settlement of share-based awards, net of shares acquired — ( 1.8 ) — — 1.8 — —

Stock-based compensation expense — 1.9 — — — — 1.9

Stock-based compensation reclassification 1

— ( 0.3 ) — — — — ( 0.3 )

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

Currency translation adjustment — — — ( 3.1 ) — — ( 3.1 )

Balance as of June 30, 2023 $ 72.4 $ 1,722.6 $ 35.3 $ ( 130.7 ) $ ( 844.4 ) $ — $ 855.2

Net income attributable to common shareholders — — 51.9 — — — 51.9

Cash dividends ($ 0.14 per share)

— — ( 7.9 ) — — — ( 7.9 )

Crane transfer 2

— ( 7.5 ) — — — — ( 7.5 )

Exercise of stock options, net of shares reacquired of 7,465 shares

Exercise of stock options of 57,564 shares

— — — — 1.6 1.6

3 unchanged sentences

Currency translation adjustment — — — ( 26.7 ) — ( 26.7 )

Balance as of September 30, 2023 $ 72.4 $ 1,717.1 $ 79.3 $ ( 152.3 ) $ (843.9) $ — $ 872.6

1 Reclassification of stock-based compensation due to modification resulting from equity award conversions.

See Note 1, “Organization and Basis of Presentation” for additional information.

2 Additional liabilities attributable to the Business identified as a result of the Separation during the three months ended September 30, 2023.

See Notes to Unaudited Consolidated and Combined Condensed Financial Statements.

Balance as of March 31, 2024 $ 72.4 $ 1,715.5 $ 149.6 $ ( 145.7 ) $ ( 827.7 ) $ 964.1

See Notes to Unaudited Condensed Consolidated Financial Statements.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

4 unchanged sentences

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

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

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.

See Note 4, “Segment Results” for the relative size of these segments in relation to the total company (both net sales and total assets).

2 unchanged sentences

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

References to the “Business” refer to our business, including prior to the Separation (as defined below) when it was a business of Crane Holdings, Co.

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

2 unchanged sentences

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, the Aerospace & Electronics, Process Flow Technologies and Engineered Materials businesses of Holdings were spun off to SpinCo.

Also, as part of the Separation, Holdings retained the Payment and Merchandising Technologies business and was renamed “Crane NXT, Co.” on April 3, 2023.

Following the consummation of the Separation, our common stock is listed under the symbol “CXT” on the New York Stock Exchange.

Due to SpinCo’s larger operations, greater tangible assets, greater fair value and greater net sales, in each case, relative to ours, among other factors, SpinCo was considered to be the “accounting spinnor” and therefore is the “accounting successor” to Holdings for accounting purposes, notwithstanding the legal form of the Separation.

Therefore, following the Separation, our prior historical financial statements are comprised solely of combined carve-out financial statements representing only our operations, assets, liabilities and equity on a stand-alone basis derived from the consolidated financial statements and accounting records of Holdings.

Prior to the Separation, Crane NXT employees and directors participated in Holdings equity incentive plans and received equity awards under those plans in the form of stock options, restricted share units, performance-based and time-based restricted share units and deferred stock units in respect of Holdings common shares.

Crane NXT Unaudited Consolidated and Combined Condensed Financial Statements reflect compensation expense for these stock-based plans associated with the portion of the Holdings equity incentive plans in which Crane NXT employees and directors participated.

As a result of the Separation, all outstanding stock-based compensation awards of Holdings were exchanged for similarly valued stock-based compensation awards of either SpinCo, Crane NXT or both.

The exchanged awards are subject to the same service vesting requirements as the original awards.

The modification of the performance-based restricted share units resulted in a liability recorded upon Separation.

The amount of the liability was $ 1.5 million and $ 1.9 million as of September 30, 2024, and December 31, 2023, respectively.

Separation Agreements

On April 3, 2023, we entered into definitive agreements with SpinCo in connection with the Separation.

The agreements set forth the terms and conditions of the Separation and provide a framework for our relationship with SpinCo following the Separation, including the allocation between us and SpinCo of our and SpinCo’s assets, liabilities and obligations attributable to periods prior to, at and after the Separation.

These agreements include the Separation and Distribution Agreement, which contains certain key provisions related to the Separation, as well as a Transition Services Agreement, a Tax Matters Agreement, an Employee Matters Agreement and an Intellectual Property Matters Agreement.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

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.

Basis of Presentation

The accompanying Unaudited Consolidated and Combined Condensed Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial reporting and, therefore, reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented.

The accompanying Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial reporting and, therefore, reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented.

All such adjustments are of a normal recurring nature.

These Unaudited Consolidated and Combined Condensed Financial Statements should be read in conjunction with the Crane NXT Consolidated and Combined Financial Statements and Notes to Consolidated and Combined Financial Statements for the year ended December 31, 2023, previously filed on Form 10-K on February 22, 2024.

The Business' financial statements for periods prior to the Separation are prepared on a "carve-out" basis, as described below.

Basis of Presentation Prior to the Separation

Prior to the Separation, the Business operated as Holdings’ Payment & Merchandising Technologies (“P&MT”) segment;

consequently, stand-alone financial statements for periods prior to the Separation were not prepared for the Business.

The Unaudited Consolidated and Combined Condensed Financial Statements of Operations include all revenues and costs directly attributable to the Business, including costs for facilities, functions and services used by the Business.

Prior to the Separation, costs for certain functions and services performed by centralized Holdings organizations were directly charged to the Business based on specific identification when possible or reasonable allocation methods such as net sales, headcount, usage or other allocation methods.

The results of operations include allocations of costs for administrative functions and services performed on behalf of the Business by centralized groups within Holdings (see Note 2, “Related Parties” for a description of the allocation methodologies).

All charges and allocations for facilities, functions and services performed by Holdings have been deemed settled in cash by the Business to Holdings in the period in which the cost was recorded in the Unaudited Consolidated and Combined Condensed Statements of Operations.

Current and deferred income taxes have been determined based on the stand-alone results of the Business.

However, because the Business filed group tax returns as part of Holdings in certain jurisdictions, the Business’ actual tax balances may differ from those reported.

The Business’ portion of income taxes for certain jurisdictions is deemed to have been settled in the period the related tax expense was recorded.

Prior to the Separation, Holdings used a centralized approach to cash management and financing its operations.

Accordingly, none of the cash of Holdings has been allocated to the Business in the Unaudited Consolidated and Combined Condensed Financial Statements.

However, cash balances primarily associated with certain of our foreign entities that did not participate in Holdings’ cash management program have been included in the Unaudited Consolidated and Combined Condensed Financial Statements.

Transactions between Holdings and the Business are deemed to have been settled immediately through “Crane Net Investment.” The net effect of the deemed settled transactions is reflected in the Unaudited Consolidated and Combined Condensed Statements of Cash Flows as “Net transfers to Crane” within financing activities and in the Unaudited Consolidated and Combined Condensed Statements of Changes in Equity as “Crane Net Investment.”

All intercompany accounts and transactions within the Business have been eliminated in the preparation of the Unaudited Consolidated and Combined Condensed Financial Statements.

The Unaudited Consolidated and Combined Condensed Financial Statements of the Business include assets and liabilities that have been determined to be specifically identifiable or otherwise attributable to the Business.

All allocations and estimates in the Unaudited Consolidated and Combined Condensed Financial Statements are based on assumptions that management believes are reasonable.

However, for the periods prior to the Separation, the Unaudited Consolidated and Combined Condensed Financial Statements included herein may not be indicative of the financial position, results of operations and cash flows of the Business in the future, or if the Business had been a separate, stand-alone entity during the periods presented.

These Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Crane NXT Consolidated and Combined Financial Statements and Notes to Consolidated and Combined Financial Statements for the year ended December 31, 2024, previously filed on Form 10-K on February 20, 2025.

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.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures which intends to improve reportable segment disclosure requirements.

The new standard includes new requirements to disclose significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within the reported segment's profit or loss, the amount and composition of any other segment items, the title and position of the CODM, and how the CODM uses the reported segment's profit or loss to assess performance and allocate resources.

The standard is effective for all public entities for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024, applied retrospectively with early adoption permitted.

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

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

Recently Issued Accounting Standards

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

3 unchanged sentences

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.

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

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

We do not expect the new standard to have a material impact on our 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 Consolidated and Combined Condensed Statements of Operations, Balance Sheets and Cash Flows.

Note 2 - Related Parties

Prior to the Separation, the Business was managed and operated in the normal course of business with other affiliates of Holdings.

Accordingly, certain shared costs were allocated to the Business and are reflected as expenses in the Unaudited Consolidated and Combined Condensed Financial Statements.

Allocated Centralized Costs.

The Unaudited Consolidated and Combined Condensed Financial Statements were prepared on a stand-alone basis and were derived from the consolidated financial statements and accounting records of Holdings for the periods prior to the Separation.

Prior to the Separation, Holdings incurred corporate costs for services provided to the Business as well as other Holdings businesses.

These services included treasury, tax, accounting, human resources, audit, legal, purchasing, information technology and other such services.

The costs associated with these services generally included all payroll and benefit costs, as well as overhead costs related to the support functions.

Holdings also allocated costs associated with corporate insurance coverage and medical, pension, post-retirement and other health plan costs for employees participating in Holdings sponsored plans.

Allocations were based on several utilization measures including headcount, proportionate usage and relative net sales.

All such amounts were deemed incurred and settled by the Business in the period in which the costs were recorded.

The allocated centralized costs for the Business were $ 13.5 million for the three months ended March 31, 2023.

These costs are included in “Selling, general and administrative” in the Unaudited Consolidated and Combined Condensed Statements of Operations.

In the opinion of our management, the expense and cost allocations have been determined on a basis considered to be a reasonable reflection of the utilization of services provided to or for the benefit received by the Business during 2023 prior to the Separation.

The amounts that would have been or will be incurred on a stand-alone basis could differ from the amounts allocated due to economies of scale, difference in management judgment, a requirement for more or fewer employees or other factors.

Management does not believe, however, that it is practicable to estimate what these expenses would have been had the Business operated as an independent entity, including any expenses associated with obtaining any of these services from unaffiliated entities.

In addition, the future results of operations, financial position and cash flows could differ materially from the historical results presented herein.

Separation Costs .

In connection with the Separation, we incurred expenses of $ 2.7 million and $ 19.7 million for the three-and-nine months ended September 30, 2023 recorded in “Selling, general and administrative” in the Unaudited Consolidated and Combined Condensed Statements of Operations.

Expenses primarily consisted of professional service fees.

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).

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 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.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

Cash Management and Financing.

Prior to the Separation, the Business participated in Holdings’ centralized cash management and daily cash sweeps.

Disbursements were made through centralized accounts payable systems which were operated by Holdings.

Cash receipts were transferred to centralized accounts, which were also maintained by Holdings.

As cash was received and disbursed by Holdings, it was accounted for by the Business through “Crane Net Investment.” Historically, Holdings had centrally managed and swept cash for most domestic and certain European entities.

However, certain legal entities did not participate in Holdings’ centralized cash management program for a variety of reasons.

Accounts Receivable and Payable.

Certain related party transactions between the Business and Holdings have been included within “Crane Net Investment” in the Unaudited Consolidated and Combined Condensed Statements of Changes in Equity in the historical periods presented when the related party transactions were not settled in cash.

We recorded related party interest expense related to the loan activity with Holdings and its affiliates of $ 2.5 million for the three months ended March 31, 2023, which are included in the Business’ results as “Related party interest expense” in the Unaudited Consolidated and Combined Condensed Statements of Operations.

The total effect of the settlement of these related party transactions is reflected within “Net transfers to Crane” as a financing activity in the Unaudited Consolidated and Combined Condensed Statements of Cash Flows.

After the Separation, SpinCo and its subsidiaries were identified as related parties.

As of September 30, 2024, we had net outstanding payables of less than $ 0.1 million with SpinCo and its subsidiaries related to the Transition Services Agreement and outstanding receivables with SpinCo and its subsidiaries of $ 6.5 million related to indemnification under the Tax Matters Agreement.

As of December 31, 2023, we had net outstanding receivables with SpinCo and its subsidiaries of $ 0.3 million related to the Transition Services Agreement and $ 4.5 million related to indemnification under the Tax Matters Agreement.

Note 2 - Related Parties

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

As of March 31, 2025 and December 31, 2024, we had outstanding receivables from SpinCo and its subsidiaries of $ 3.2 million and $ 0.7 million, respectively, related to indemnification under the Tax Matters Agreement.

Note 3 - Acquisitions

Business Combinations

Business combinations are accounted for in accordance with ASC Topic 805, “Business Combinations” (“ASC 805”).

Accordingly, we make an initial allocation of the purchase price at the date of acquisition based upon our understanding of the fair value of the acquired assets and assumed liabilities.

OpSec Acquisition

On May 3, 2024, we acquired the OpSec Security business (“OpSec”), for a base purchase price of $ 270 million on a cash-free and debt-free basis, subject to customary purchase price adjustments .

The amount paid, net of cash acquired, was $ 269.8 million.

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, subject to customary purchase price adjustments .

The amount paid, net of cash acquired and working capital adjustments, was $ 268.4 million.

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

In September 2024, we received $1.4 million related to the final working capital adjustment of the OpSec acquisition, resulting in net cash paid of $ 268.4 million.

OpSec is a global leader in authentication and brand integrity with a heritage that spans four decades.

OpSec serves brand owners, licensors, and media rights owners, helping them build intangible value and mitigate vulnerability across both physical and digital domains.

OpSec also provides high-security and compliance solutions to governments.

The acquisition of OpSec expands the Company’s capabilities across the entire authentication value chain, creating a leading brand and product authentication platform.

In connection with the acquisition of OpSec, we renamed our “Crane Currency” reportable segment to “Security and Authentication Technologies,” which consists of the Crane Currency business and the acquired OpSec business.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

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

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 OpSec.

The final determination of the fair value of certain assets and liabilities will be completed within the measurement period as required by ASC 805.

The following amounts represent the preliminary determination of the fair value of identifiable assets acquired and liabilities assumed from our acquisition of OpSec, pending the finalization of certain tangible assets and liabilities to be completed within the measurement period as required by ASC 805.

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

17 unchanged sentences

Goodwill from this acquisition is not deductible for tax purposes.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED 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:

5 unchanged sentences

Total acquired intangible assets $ 155.5

The intellectual property rights intangible asset category consists of trade names.

The fair values of the trade names were determined by using an “income approach”, specifically the relief-from-royalty approach, which is a commonly accepted valuation approach.

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 this asset.

Therefore, a portion of OpSec’s earnings, 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.

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.

The fair values of the developed technology intangible assets were also 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 OpSec’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 3 to 6 years.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

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.

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

The Company’s estimates of market participant net cash flows considered historical and projected pricing, operational performance including market participant synergies, aftermarket retention, product life cycles, material and labor pricing, and other relevant customer, contractual and market factors.

Where appropriate, the net cash flows were adjusted to reflect the potential attrition of existing customers in the future, as existing customers are expected to decline over time.

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 16 to 20 years.

Supplemental Pro Forma Data

OpSec’s results of operations have been included in our financial statements for the period subsequent to the completion of the acquisition on May 3, 2024.

During the period since acquisition, OpSec contributed net sales of $32.3 million and $52.7 million for the three-and-nine months ended September 30, 2024, respectively, resulting in operating loss of $3.5 million and $8.9 million for the three-and-nine months ended September 30, 2024, respectively.

The following unaudited pro forma consolidated and combined information assumes that the 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 following unaudited pro forma Condensed Consolidated information assumes that the acquisition was completed on January 1, 2023.

The unaudited pro forma Condensed Consolidated information is provided for illustrative purposes only and is not indicative of our actual Condensed Consolidated results of operations or Condensed Consolidated financial position.

Three Months Ended

(in millions) 2024

1 unchanged sentence

Net income attributable to common shareholders $ 41.0

Acquisition-Related Costs

Acquisition-related costs are expensed as incurred.

For the three-and-nine months ended September 30, 2024, we recorded $ 6.1 million and $ 16.1 million, respectively, of integration and transaction costs within “Selling, general and administrative” in our Unaudited Consolidated and Combined Condensed Statements of Operations.

Note 4 - Segment Results

Our segments are reported on the same basis used internally for evaluating performance and for allocating resources.

The CPI segment remains unchanged.

This updated structure is consistent with how the Chief Operating Decision Maker evaluates performance and allocates resources, and better aligns with our mission to secure, detect and authenticate our customers’ most valuable assets.

As of September 30, 2024, we had two reportable segments:

As of March 31, 2025, we had two reportable segments:

Crane Payment Innovations and Security and Authentication Technologies.

Assets of the reportable segments exclude general corporate assets, which principally consist of cash, deferred tax assets, certain property, plant and equipment, and certain other assets.

Corporate consists of corporate office expenses including compensation and benefits for corporate employees, occupancy, depreciation, and other administrative costs.

A brief description of each of our segments as of September 30, 2024, is as follows:

Crane Payment Innovations

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 March 31, 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.

1 unchanged sentence

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.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

Security and Authentication Technologies

Security and Authentication Technologies provides advanced security solutions based on proprietary technology for securing physical products, including banknotes, consumer goods, and industrial products.

SAT also provides brand protection and authentication solutions, serving various brands, as well as government agencies and financial insti tutions.

Security and Authentication Technologies (SAT)

SAT provides advanced security solutions based on proprietary technology for securing physical products, including banknotes, consumer goods, and industrial products.

SAT also provides brand protection, authentication solutions, and digital content protection across online marketplaces, social media platforms, and websites.

These solutions serve various brands, as well as government agencies and financial insti tutions.

Key research and development and manufacturing facilities are located in the United States, United Kingdom, Sweden and Malta.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

Financial information by reportable segment is set forth below:

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) Three months ended March 31, 2025

Crane Payment Innovations Security and Authentication Technologies Total

Net Sales $ 202.9 $ 127.4 $ 330.3

Cost of operations 92.3 59.1

Selling and administrative expense 39.8 29.5

Engineering expense 9.6 9.2

Other segment items (a)

Segment operating profit $ 49.7 $ 2.4 $ 52.1

Corporate costs ( 14.8 )

Operating profit 37.3

Interest income 0.2

Interest expense ( 11.5 )

Miscellaneous income, net 2.1

Income before income taxes $ 28.1

(in millions) Three months ended March 31, 2024

Crane Payment Innovations Security and Authentication Technologies Total

Net Sales $ 209.0 $ 104.6 $ 313.6

Cost of operations 94.4 57.2

Selling and administrative expense 39.9 22.6

Engineering expense 11.6 5.4

Other segment items (a)

Segment operating profit $ 52.7 $ 20.2 $ 72.9

Corporate costs ( 17.5 )

Operating profit 55.4

Interest income 0.6

Interest expense ( 9.9 )

Miscellaneous income, net 0.6

Income before income taxes $ 46.7

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,

(in millions) 2025 2024

Capital expenditures:

Crane Payment Innovations $ 0.8 $ 1.2

Security and Authentication Technologies 6.5 6.1

Corporate — 0.1

Total $ 7.3 $ 7.4

Operating profit:

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

Three months ended March 31,

(in millions) 2025 2024

Depreciation and amortization:

Crane Payment Innovations $ 7.1 $ 7.4

2 unchanged sentences

Total $ 21.6 $ 18.5

Interest income 0.4 0.3 1.4 0.7

Interest expense ( 13.4 ) ( 12.8 ) ( 35.7 ) ( 37.3 )

Related party interest expense — — — ( 2.5 )

Miscellaneous income, net 1.3 0.7 1.7 3.1

Income before income taxes $ 63.3 $ 67.9 $ 165.4 $ 178.4

(in millions) September 30, 2024 December 31, 2023

(in millions) March 31, 2025 December 31, 2024

Crane Payment Innovations $ 1,170.8 $ 1,187.1

2 unchanged sentences

Total $ 2,428.7 $ 2,386.5

(in millions) September 30, 2024 December 31, 2023

(in millions) March 31, 2025 December 31, 2024

Crane Payment Innovations $ 616.4 $ 609.1

1 unchanged sentence

Total $ 964.5 $ 956.6

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

Note 5 - Revenue

1 unchanged sentence

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) 2025 2024

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 September 30, 2024, our performance obligations were $ 484.8 million.

We expect to recognize approximately 54 % of our remaining performance obligations as revenue in 2024, 38 % in 2025 and the balance thereafter.

As of March 31, 2025, our performance obligations were $ 547.8 million.

We expect to recognize approximately 76 % of our remaining performance obligations as revenue in 2025, and 24 % in 2026.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

Contract Assets and Contract Liabilities

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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” in our Unaudited Consolidated and Condensed Balance Sheets, and contract liabilities, which are included within “Accrued liabilities” and “Other liabilities” on our Unaudited Consolidated and Condensed 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” in our Unaudited Condensed Consolidated Balance Sheets, and contract liabilities, which are included within “Accrued liabilities” and “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:

(in millions) September 30, 2024 December 31, 2023

(in millions) March 31, 2025 December 31, 2024

Contract assets $ 41.6 $ 37.8

Contract liabilities $ 78.0 $ 92.5

We recognized revenue of $ 17.3 million and $ 65.5 million during the three-and-nine months ended September 30, 2024, related to contract liabilities as of December 31, 2023.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

Current contract liabilities $ 87.4 $ 71.4

Long-term contract liabilities $ 13.2 $ 13.5

We recognized revenue of $ 24.5 million during the three months ended March 31, 2025, related to contract liabilities as of December 31, 2024.

Note 6 - Earnings Per Share

Our basic earnings per share calculations are based on the weighted average number of common shares outstanding during the period.

Potentially dilutive securities include outstanding stock options, restricted share units, deferred stock units and performance-based restricted share units that were issued to Crane NXT and SpinCo employees and directors.

Potentially dilutive securities include outstanding stock options, restricted share units, deferred stock units and performance-based restricted share units.

The effect of potentially dilutive securities is reflected in diluted earnings per common share by application of the treasury method.

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

On April 3, 2023, 56.7 million shares of our common stock, par value $ 1.00 per share, were distributed to Holdings stockholders of record as of March 23, 2023.

This share amount is utilized for the calculation of basic and diluted earnings per share for periods presented prior to the Separation and such shares are treated as issued and outstanding for purposes of calculating historical earnings per share.

For periods prior to the Separation, it is assumed that there are no dilutive equity instruments as there were no Crane NXT stock-based awards outstanding prior to the Separation.

The weighted average number of common shares outstanding during the three-and-nine-months ended September 30, 2023 was based on the weighted average number of common shares after the Separation.

Three Months Ended Nine Months Ended

September 30, September 30,

Three Months Ended

(in millions, except per share data) 2025 2024

5 unchanged sentences

Earnings per diluted share $ 0.38 $ 0.66

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 and 0.3 million for the three-and-nine-months ended September 30, 2024, respectively, and 0.4 million for the three-and-nine-months ended September 30, 2023.

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 0.3 million and 0.3 million for the three months ended March 31, 2025, and 2024, respectively.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

Note 7 - 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 Consolidated and Condensed Balance Sheets.

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)

1 unchanged sentence

Balance as of December 31, 2024 $ 0.7 $ ( 173.3 ) $ ( 172.6 )

Other comprehensive loss before reclassifications ( 1.2 ) 6.9 5.7

Other comprehensive gain before reclassifications — 31.1 31.1

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

Net period other comprehensive (loss) income ( 0.2 ) 31.1 30.9

Balance as of September 30, 2024 $ ( 0.1 ) $ ( 115.5 ) $ ( 115.6 )

(a) Net of tax detriment of $ 1.1 million and $ 1.5 million as of September 30, 2024 and December 31, 2023, respectively.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

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, 2024, and 2023.

Amortization of pension and postretirement components has been recorded within “Miscellaneous income, net” on our Unaudited Consolidated and Combined Condensed Statements of Operations.

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

Balance as of March 31, 2025 $ 0.5 $ ( 142.2 ) $ ( 141.7 )

(a) Net of tax detriment of $ 1.2 million and $ 1.3 million as of March 31, 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 months periods ended March 31, 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 March 31,

(in millions) 2025 2024

5 unchanged sentences

Net gain ( 0.1 ) ( 0.2 )

Other ( 1.4 ) — ( 1.4 ) —

Total before tax $ ( 0.3 ) $ ( 0.5 )

2 unchanged sentences

Note 8 - Pension and Postretirement Benefits

For all plans, the components of net periodic (benefit) expense for the three months ended September 30, 2024, and 2023 are as follows:

Pension Postretirement

(in millions) 2024 2023 2024 2023

Service cost $ 0.5 $ 0.5 $ — $ —

Interest cost 0.5 0.5 0.2 0.2

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

Amortization of prior service cost ( 0.2 ) ( 0.1 ) ( 0.3 ) ( 0.3 )

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

Other ( 1.4 ) — — —

Net periodic (benefit) expense $ ( 1.3 ) $ 0.1 $ ( 0.3 ) $ ( 0.3 )

For all plans, the components of net periodic (benefit) expense for the nine months ended September 30, 2024, and 2023 are as follows:

For all plans, the components of net periodic (benefit) expense for the three months ended March 31, 2025, and 2024 are as follows:

Pension Postretirement

5 unchanged sentences

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

Other ( 1.4 ) — — —

Net periodic (benefit) expense $ ( 1.1 ) $ 0.1 $ ( 0.8 ) $ ( 0.7 )

Net periodic expense (benefit) $ 0.1 $ 0.1 $ — $ ( 0.3 )

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.

Service cost is recorded within “Cost of sales” and “Selling, general and administrative” in our Unaudited Condensed Consolidated Statements of Operations.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

The components of net periodic benefit, other than the service cost component, are included in “Miscellaneous income, net” in our Unaudited Consolidated and Combined Condensed Statements of Operations.

Service cost is recorded within “Cost of sales” and “Selling, general and administrative” in our Unaudited Consolidated and Combined Condensed Statements of Operations.

We expect to contribute the following to our pension and postretirement plans:

1 unchanged sentence

Expected contributions in 2025

Amounts contributed during the nine months ended September 30, 2024

Amounts contributed during the three months ended March 31, 2025

Note 9 - Income Taxes

2 unchanged sentences

Our effective tax rates are as follows:

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

2024 2023 2024 2023

Three Months Ended March 31,

Effective Tax Rate 22.7 % 19.0 %

Our effective tax rates for the three-and-nine months ended September 30, 2024 were higher than the prior year’s comparable periods primarily due to the mix of non-U.S.

Our effective tax rates for the three-and-nine months ended September 30, 2024 were higher than the statutory U.S.

Our effective tax rate for the three months ended March 31, 2025 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 months ended March 31, 2025 is higher than the statutory U.S.

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

1 unchanged sentence

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

We have adopted Pillar 2 and the impact of this adoption on our business was approximately $ 2 million.

We adopted Pillar 2 in 2024 and the anticipated impact of Pillar 2 on our business for the fiscal year ending December 31, 2025 is approximately $ 2.6 million.

The Tax Matters 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.

1 unchanged sentence

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, 2024 and December 31, 2023, we had gross unrecognized tax benefits of $ 18.2 million and $ 19.3 million, respectively included in “Other liabilities” in our Unaudited Consolidated and Condensed Balance Sheets.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

As of March 31, 2025 and December 31, 2024, we had gross unrecognized tax benefits of $ 9.4 million included in “Other liabilities” in our Unaudited Condensed Consolidated Balance Sheets.

Note 10 - Goodwill and Intangible Assets

3 unchanged sentences

$ 609.1 $ 347.5 $ 956.6

Additions — 123.2 123.2

Currency translation 7.3 0.6 7.9

Balance as of September 30, 2024

Balance as of March 31, 2025

$ 616.4 $ 348.1 $ 964.5

As of September 30, 2024, we had $ 440.2 million of net intangible assets, of which $ 45.5 million were intangibles with indefinite useful lives.

As of March 31, 2025, we had $ 412.3 million of net intangible assets, of which $ 45.5 million were intangibles with indefinite useful lives.

As of December 31, 2024, we had $ 419.3 million of net intangible assets, of which $ 45.5 million were intangibles with indefinite useful lives.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

Changes to intangible assets are as follows:

(in millions) Nine Months Ended September 30, 2024 Year Ended December 31, 2023

(in millions) Three Months Ended March 31, 2025 Year Ended December 31, 2024

Balance at beginning of period, net of accumulated amortization $ 419.3 $ 308.9

1 unchanged sentence

Amortization expense ( 11.3 ) ( 47.0 )

Currency translation and other 1.8 ( 0.1 )

Currency translation 2.9 ( 4.4 )

Balance at end of period, net of accumulated amortization $ 412.3 $ 419.3

A summary of intangible assets are as follows:

September 30, 2024 December 31, 2023

(in millions) Weighted Average

Weighted Average

Amortization Period of Finite Lived Assets

(in years) Gross

(in years) March 31, 2025 December 31, 2024

(in millions) Gross

Asset Accumulated

11 unchanged sentences

2030 and after 166.8

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

Note 11 - Accrued Liabilities

Accrued liabilities consist of:

(in millions) September 30,

(in millions) March 31,

2025 December 31,

6 unchanged sentences

Total $ 197.8 $ 211.2

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

Note 12 - 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, 2024, there was no reasonable possibility that a material loss, or any additional material losses, may have been incurred for such matters.

On April 3, 2023, Crane NXT and SpinCo entered into a Tax Matters Agreement which, among other things, governs our and SpinCo’s respective rights, responsibilities and obligations after the Separation with respect to tax liabilities and benefits.

The agreement specifies the allocation of tax liabilities between us and SpinCo, and we and SpinCo agreed to indemnify each other for any amounts for which they are not responsible.

As of September 30, 2024, there were no amounts owing to SpinCo pursuant to this agreement.

The Tax Matters Agreement also specifies allocation of tax liabilities in the event that the Distribution is determined not to be tax-free.

We believe that as of September 30, 2024, there was no reasonable possibility that such a tax liability will be incurred in connection with the Distribution.

We believe that as of March 31, 2025, there was no reasonable possibility that a material loss, or any additional material losses, may have been incurred for such matters.

Note 13 - Financing

Our debt consisted of the following:

(in millions) September 30,

(in millions) March 31,

2025 December 31,

Term Facility $ 5.0 $ 4.6

Revolving Facility $ 263.5 $ 210.0

1 unchanged sentence

$ 263.5 $ 210.0

Term Facility $ 95.4 $ 98.5

6.55 % notes due November 2036

$ 198.7 $ 198.7

4.20 % notes due March 2048

2 unchanged sentences

$ 541.1 $ 540.6

(a) Debt discounts and debt issuance costs totaled $ 8.5 million and $ 10.1 million as of September 30, 2024, and December 31, 2023, respectively, and have been netted against the aggregate principal amounts of the related debt in the components of the debt table above, where applicable.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

Credit Faciliti es - We are party to a senior secured credit agreement (the “Credit Agreement”) entered into on March 17, 2023, which provides for (i) a $ 500 million, five-year revolving credit facility (the “Revolving Facility”) and (ii) a $ 350 million, three-year term loan facility (the “Term Facility”), funding under each of which became available in connection with the Separation, upon the satisfaction of customary conditions of facilities of this type.

In the nine months ended September 30, 2024, we drew down $ 310.5 million, primarily to fund the OpSec acquisition, and repaid $ 160.5 million on our Revolving Facility.

(a) Debt discounts and debt issuance costs totaled $ 8.9 million and $ 9.4 million as of March 31, 2025, and December 31, 2024, respectively, and 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 - We are party to a senior secured credit agreement (the “Credit Agreement”) entered into on March 17, 2023, which provides for a $ 500 million, five-year revolving credit facility (the “Revolving Facility”).

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 “Delayed Draw”) of £300 million to be used as part of the funding for the De La Rue Authentication Solutions acquisition.

The delayed draw term loan is subject to customary closing conditions including the closing of the De La Rue Authentication Solutions acquisition.

On March 17, 2023, we also entered into a $350 million, 3-year term loan facility (the “Term Facility”).

On December 9, 2024, proceeds from the Revolving Facility were used to repay the outstanding Term Facility.

In the three months ended March 31, 2025, we drew down $ 106.0 million, and repaid $ 52.5 million on our Revolving Facility.

The Revolving Facility allows us to borrow, repay and re-borrow funds from time to time prior to the maturity of the Revolving Facility without any penalty or premium, subject to customary borrowing conditions for facilities of this type and the reimbursement of breakage costs.

Borrowings under the Term Facility are prepayable without premium or penalty, subject to customary reimbursement of breakage costs.

Interest on loans advanced under the Credit Agreement accrues, at our option, at a rate per annum equal to (1) adjusted term Secured Overnight Financing Rate (SOFR) plus a credit spread adjustment of 0.10 % for the applicable interest period plus a margin ranging from 1.50 % to 2.25 % or (2) a base rate plus a margin ranging from 0.50 % to 1.25 %, in each case, with such margin as determined by the lower of corporate family credit ratings issued by Moody’s and S&P (the “Ratings”) and our total net leverage ratio.

3 unchanged sentences

The Credit Agreement also includes customary events of default, including failure to pay principal, interest or fees when due, failure to comply with covenants, any representation or warranty made by us or any of our material subsidiaries being false in any material respect, default under certain other material indebtedness, certain insolvency or receivership events affecting us and our material subsidiaries, certain ERISA events, material judgments and a change in control, in each case, subject to cure periods and thresholds where customary.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

Note 14 - Fair Value Measurements

Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Fair value measurements are to be considered from the perspective of a market participant that holds the asset or owes the liability.

The standards also establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The standards describe three levels of inputs that may be used to measure fair value:

Quoted prices in active markets for identical or similar assets and liabilities.

Quoted prices for identical or similar assets and liabilities in markets that are not active or observable inputs other than quoted prices in active markets for identical or similar assets and liabilities.

Level 2 assets and liabilities include over-the-counter derivatives, principally forward foreign exchange contracts, whose value is determined using pricing models with inputs that are generally based on published foreign exchange rates and exchange traded prices, adjusted for other specific inputs that are primarily observable in the market or can be derived principally from or corroborated by observable market data.

Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Valuation Technique

The carrying value of our financial assets and liabilities, including cash and cash equivalents, accounts receivable and accounts payable approximate fair value, without being discounted, due to the short periods during which these amounts are outstanding.

The following tables provide information regarding the Company’s assets and liabilities measured at fair value as of March 31, 2025, and December 31, 2024.

March 31, 2025 (in millions)

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

Level 1 Other

Level 2 Unobservable

Level 3 Total

Foreign exchange contract not designated as hedging instrument 1

Accounts Receivable $ — $ 0.3 $ — $ 0.3

Foreign exchange contract not designated as hedging instrument 1

Accrued Liabilities $ — $ 0.4 $ — $ 0.4

Long-term debt Long-term debt $ — $ 422.3 $ — $ 422.3

Performance-based restricted share units

Other Liabilities $ 0.7 $ — $ — $ 0.7

Contingent Liability Other Liabilities $ — $ — $ 1.5 $ 1.5

1 Notional value of $ 38.9 million

December 31, 2024 (in millions)

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

Level 1 Other

Level 2 Unobservable

Level 3 Total

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 $ — $ 3.1 $ — $ 3.1

Long-term debt Long-term debt $ — $ 430.1 $ — $ 430.1

Performance-based restricted share units

Other Liabilities $ 1.6 $ — $ — $ 1.6

Contingent Liability Other Liabilities $ — $ — $ 1.5 $ 1.5

1 Notional value of $ 65.0 million

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

We are exposed to certain risks related to our ongoing business operations, including market risks related to fluctuation in currency exchange.

We use foreign exchange contracts to manage the risk of certain cross-currency business relationships to minimize the impact of currency exchange fluctuations on our earnings and cash flows.

We do not hold or issue derivative financial instruments for trading or speculative purposes.

Foreign exchange contracts not designated as hedging instruments had a notional value of $ 70.9 million as of September 30, 2024.

Our derivative assets and liabilities include foreign exchange contract derivatives that are measured at fair value using internal models based on observable market inputs such as forward rates and interest rates.

Based on these inputs, the derivatives are classified within Level 2 of the valuation hierarchy.

Such derivative assets of $ 0.3 million are recorded within “Accounts receivable” and derivative liabilities of $ 0.2 million are recorded within “Accrued liabilities” on our Consolidated and Condensed Balance Sheets as of September 30, 2024.

We had no such hedging instruments as of December 31, 2023.

As a result of the Separation, all outstanding stock-based compensation awards of Holdings were exchanged for similarly valued stock-based compensation awards of either SpinCo, Crane NXT or both.

The modification of the performance-based restricted share units resulted in a liability recorded upon Separation for awards that will be settled in SpinCo’s shares.

The amount of the liability is measured at fair value using Level 1 inputs such as the quoted market price of the underlying company’s stock.

The fair value of the liability was $ 1.5 million and $ 1.9 million as of September 30, 2024, and December 31, 2023, respectively.

Long-term debt rates currently available to us for debt with similar terms and remaining maturities are used to estimate the fair value for debt issues that are not quoted on an exchange.

The estimated fair value of notes due, measured using Level 2 inputs, was $ 451.4 million and $ 469.5 million as of September 30, 2024, and December 31, 2023, respectively.

As a result of the OpSec acquisition, we assumed OpSec’s contingent liability related to a prior OpSec acquisition.

The amount of the liability is measured at fair value using Level 3 inputs as the fair value is determined by estimating the net present value of the expected cash flows based on the probability of the achievement of the contingent revenue targets.

The fair value of the liability is recorded within “Other liabilities” on our Consolidated and Condensed Balance Sheets and was $ 1.5 million as of September 30, 2024.

We had no such contingent liabilities as of December 31, 2023.

See Note 3, “Acquisitions” for further details.

Note 15 - Restructuring

2024 Restructuring - In the first quarter of 2024, in response to challenging industry conditions, we initiated workforce reductions in CPI, incurring $ 2.7 million of cumulative severance charges, net through September 30, 2024.

We do no t expect to incur additional costs to complete these actions.

We expect to substantially complete the restructuring program in 2025.

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, net through September 30, 2024, of which $ 5.8 million related to severance and $ 0.9 million related to other costs.

We do no t expect to incur additional costs to complete these actions.

We expect to substantially complete the program in 2024.

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, net through March 31, 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 March 31, 2025, of which $ 5.8 million related to severance and $ 0.9 million related to other costs.

This restructuring program has been completed.

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

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Utilization ( 3.2 ) ( 0.2 ) ( 3.4 )

Balance as of September 30, 2024 (a)

Balance as of March 31, 2025 (a)

$ 4.0 $ — $ 4.0

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

Included within “Restructuring charges, net” in the Unaudited Consolidated and Combined Condensed Statements of Operations.

NOTES TO THE UNAUDITED CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS

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

Note 16 - Subsequent Events

On October 15, 2024, we signed a definitive agreement with De La Rue Holdings, a wholly-owned subsidiary of De La Rue plc, to acquire its authentication business (“De La Rue Authentication Solutions”) for 300 million British pounds (approximately $390 million) in cash, subject to customary adjustments.

The transaction is expected to close in the first half of 2025, subject to customary closing conditions.

On May 1, 2025, we acquired De La Rue plc’s authentication business, 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 adjustments reflecting DLR’s net working capital, cash, the assumption of certain debt-like items, and DLR's transaction expenses.

We utilized our Delayed Draw to fund the acquisition.

De La Rue Authentication Solutions is a leading global provider of digital and physical security and authentication technologies to governments and brands.

2 unchanged sentences

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