CR 10-K Annual Report Dec. 31, 2024 | Alphaminr
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CR 10-K Fiscal year ended Dec. 31, 2024

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CRANE CO /DE/
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TABLE OF CONTENTS
Part IprintItem 1. BusinessprintItem 1A. Risk FactorsprintItem 1B. Unresolved Staff CommentsprintItem 1C. CybersecurityprintItem 2. PropertiesprintItem 3. Legal ProceedingsprintItem 4. Mine Safety DisclosuresprintPart IIprintItem 5. Market For The Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesprintItem 6. [reserved]printItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsprintItem 7A. Quantitative and Qualitative Disclosures About Market RiskprintItem 8. Financial Statements and Supplementary DataprintNote 1 Nature Of Operations and Significant Accounting PoliciesprintNote 2 - Related PartiesprintNote 3 AcquisitionsprintNote 4 Segment InformationprintNote 5 - RevenueprintNote 6 Research and DevelopmentprintNote 7 Pension and Postretirement BenefitsprintNote 8 Stock-based Compensation PlansprintNote 9 - LeasesprintNote 10 Income TaxesprintNote 11 Accrued LiabilitiesprintNote 12 Other LiabilitiesprintNote 13 - Commitments and ContingenciesprintNote 14 FinancingprintNote 15 Fair Value MeasurementsprintNote 16 RestructuringprintItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureprintItem 9A. Controls and ProceduresprintItem 9B. Other InformationprintItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsprintPart IIIprintItem 10. Directors, Executive Officers and Corporate GovernanceprintItem 11. Executive CompensationprintItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersprintItem 13. Certain Relationships and Related Transactions, and Director IndependenceprintItem 14. Principal Accountant Fees and ServicesprintPart IVprintItem 15. Exhibits and Financial Statement SchedulesprintItem 16. Form 10-k Summaryprint

Exhibits

Exhibit 4.1 Description of Registrants 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 Exhibit21 Subsidiaries of the Registrant. Exhibit23.1 Consent of Independent Registered Public Accounting Firm. Exhibit31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a). Exhibit31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a). Exhibit32.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(b) or 15d-14(b). Exhibit32.2 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. 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 Companys 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 Companys Current Report on Form 8-K filed on April 3, 2023). (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 Companys 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 Companys 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 Companys Current Report on Form 8-K filed on April 3, 2023). (4)(a)(1) Indenture dated as of April1, 1991 between the Registrant and the Bank of New York (incorporated by reference to Exhibit 4.2 to the Companys Annual Report on Form 10-K for the year ended December31, 2005). (4)(a)(2) First Supplemental Indenture to the Indenture dated April 1, 1991, dated as of May 16, 2022, between Crane NXT, Co. and U.S. Bank Trust Company, National Association (incorporated by reference to Exhibit 4.5 to the Companys Current Report on Form 8-K12G3 filed on May 16, 2022). (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). (4)(b)(2) First Supplemental Indenture to the Indenture dated February 5, 2018, dated as of May 16, 2022, between Crane NXT, Co. and U.S. Bank Trust Company, National Association (incorporated by reference to Exhibit 4.8 to the Companys 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). 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 Companys Current Report on Form 8-K filed on March 20, 2023). 10(b) 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 Companys 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 guarantors thereto and JPMorgan Chase, N.A., as administrative agent (incorporated by reference to Exhibit 10.5 to the Companys 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 Companys Current Report on Form 8-K filed on April 3, 2023). 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 Companys Current Report on Form 8-K filed on April 3, 2023). 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 Companys Current Report on Form 8-K filed on April 3, 2023). 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 Companys Current Report on Form 8-K filed on April 3, 2023). (d) 2007 Non-Employee Director Compensation Plan (incorporated by reference to Appendix B to the Companys Proxy Statement filed on March 9, 2007). (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 Companys 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. (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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys Quarterly Report on Form 10-Q filed May 10, 2023).