Crane NXT, Co.

Note 1 -Organization and Basis of Presentation

Crane NXT is a global leader in authentication and traceability technologies that secure, detect, and authenticate what matters most to its customers. Through itstwo market-leading reporting segments: Security and Authentication Technologies (“SAT”) and Detection and Traceability Technologies (“DTT”), Crane NXT provides innovative solutions that prevent the counterfeiting of products and identities and ensure the quality, authenticity, and traceability of products across the supply chain. See Note 3, “Segment Results” for the relative size of these segments in relation to the total company (both net sales and total assets).

References herein to “Crane NXT,” “the Company”, “we,” “us” and “our” refer to Crane NXT, Co. and its subsidiaries.

Basis of Presentation

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 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, 2025, previously filed on Form 10-K on February 26, 2026.

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. Certain prior period comparative amounts have been reclassified to conform to the current period presentation. Such reclassifications were not material and did not affect the unaudited Condensed Consolidated Financial Statements.

Recent Accounting Pronouncements

Recently Issued Accounting Standards

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 and amortization) in commonly presented expense captions (such as cost of sales, SG&A, and research and development). The standard requires disclosure of these expenses on an interim and annual basis in the notes to the financial statements. The standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the potential impact of this standard on its financial statements and disclosures and expects to adopt the standard on the required effective date.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Improvements to the Accounting for Internal-Use Software. The update eliminates the previous project stage model and introduces a “probable-to-complete” threshold for capitalization. It also consolidates guidance for website development costs under Subtopic 350-40. The ASU is effective for fiscal years beginning after December 15, 2027. The Company is currently evaluating the potential impact of this standard on its financial statements and disclosures.

Note 2 -Acquisitions

Antares Vision Acquisition

Antares Vision is a global provider of inspection and detection systems that ensure product safety and quality control. Antares Vision also provides track and trace software solutions that help prevent counterfeiting and provides visibility of products throughout the supply chain. The transaction advances Crane NXT’s strategy to provide trusted technology solutions that secure, detect and authenticate its customers’ most valuable assets, and expands the Company’s portfolio in growing end markets, including Life Sciences and Food and Beverage.

On December 16, 2025, Crane NXT, through a newly formed Italian joint stock company (“ITT”), initiated a multi-phase acquisition of Antares Vision S.p.A. (“Antares Vision”). In the first phase, Crane NXT acquired a 32.3% equity interest in Antares Vision for €117.3 million (approximately $137.8 million), at a purchase price of €5.00 per share.

Following the initial investment and in accordance with the Investor and Shareholder Agreement (“ISA”), Crane NXT launched a mandatory tender offer and subsequent squeeze-out (collectively the second phase) under applicable Italian law to acquire the remaining shares of Antares Vision as of March 31, 2026 (the “Acquisition Date”) for €244.2 million (approximately $281.9 million). The total consideration for phase one and phase two was $416.9 million. Antares Vision has been delisted from the Euronext Milan stock exchange and is a wholly owned subsidiary of the Company as of March 31, 2026.

For the period prior to obtaining control, the Company recognized its proportionate share of Antares Vision’s results of operations under the equity method of accounting. Upon obtaining control, the Company remeasured its previously held equity interest in Antares Vision to its acquisition‑date fair value of $135.4 million in accordance with ASC 805, “Business Combinations” (“ASC 805”) and recognized a remeasurement gain of $4.7 million, which is included in "Equity investment income” in the Unaudited Condensed Consolidated Statements of Operations for the nine months ended September 30, 2026. The acquisition-date fair value of the previously held interest was determined using Level 1 inputs under ASC 820, “Fair Value Measurement”, using the quoted price of Antares Vision’s publicly traded shares as of the acquisition date, which was €5.00 per share.

The acquisition was funded through the Term Loan B, as described in Note 12, “Financing.”

In connection with the acquisition, the Company issued 3,635,104 ordinary shares and 3,635,104 Class B shares of ITT to certain Antares Vision personnel at €5.00 per share. Following the acquisition and delisting of Antares Vision, the fair value of the ordinary shares and Class B shares was estimated using a market approach based on a calibrated transaction multiple methodology, which classifies these measurements within Level 3 of the fair value hierarchy. The valuation incorporates the purchase price paid for Antares Vision in the acquisition, the change in operating performance and the change in valuation multiples derived from selected guideline public companies. As of September 30, 2026, the fair value of the ordinary shares was $20.6 million and the fair value of the Class B shares was $36.1 million.

The ordinary shares are classified as a redeemable noncontrolling interest and are presented in temporary equity in the Unaudited Condensed Consolidated Balance Sheet as “Redeemable noncontrolling interests.”

The Class B shares are accounted for as stock‑based compensation granted to employees under ASC 718 “Compensation - Stock Compensation” (“ASC 718”). Under the ISA, the Class B shares convert into ordinary shares of ITT based on a multiplier dependent on ITT’s revenue and EBIT target achievement for the year ended December 31, 2028. The multiplier ranges from zero to three depending on the achievement of these targets as of the specified conversion date. Once converted to ordinary shares, the Class B shares are subject to immediately exercisable call and put features and as such, they are liability-classified instruments.

Since Class B shares are subject to performance conditions with no service conditions, they are expensed when the performance conditions are deemed probable of being achieved and are based on the fair value of the Class B shares at each reporting period. Compensation expense is determined by applying the fair value of the Class B shares to the number of Class B shares expected to be issued based on management’s best estimate of the expected performance outcome under the awards’ performance‑based conversion features. These estimates, including the expected conversion outcome of the Class B shares and the related fair value determination, involve significant judgment and are subject to inherent uncertainty, and actual results may differ from current expectations, which could result in adjustments to compensation expense in future periods.

During the three-and-nine months ended September 30, 2026, the Company recognized a $0.0 million and $6.8 million benefit from the remeasurement of these liability‑classified stock‑based compensation awards. Because the first tranche of Class B shares was granted while Antares Vision was an equity method investee, this change in the stock-based compensation liability prior to the date control was obtained was recognized in “Equity investment income” in the Unaudited Condensed Consolidated Statements of Operations during the first quarter. Subsequent changes in stock-based compensation liability are recognized as stock‑based compensation expense through “Selling, general and administrative” in the Unaudited Condensed Consolidated Statements of Operations.

The issuance of Class B shares in connection with the second phase of the acquisition occurred when the recipients were employees of the Company. Under ASC 718, the initial recognition and subsequent remeasurement of the Class B share liability represent compensation for future services without a service condition. Accordingly, for the three-and-nine months ended September 30, 2026, the Company recognized $0.0 million and $10.7 million, respectively, of stock-based compensation expense in “Selling, general and administrative” expense in the Unaudited Condensed Consolidated Statements of Operations, with a corresponding increase to the liability recorded in “Other liabilities” in the Unaudited Condensed Consolidated Balance Sheets.

Allocation of Consideration Transferred to Net Assets Acquired

The amounts below represent the preliminary estimation of the fair value of identifiable assets acquired and liabilities assumed from the acquisition of Antares Vision, pending the finalization of certain tangible assets and liabilities to be completed within the measurement period as required by ASC Topic 805 “Business Combination” (“ASC 805”).

The amount allocated to goodwill reflects expected sales and operational synergies, manufacturing efficiency and research and development. Goodwill from this acquisition is not deductible for tax purposes.

The 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:

The fair values of the customer relationships and backlog intangible assets were determined by using the multi-period excess earnings method under the income approach, which is a commonly accepted valuation method. Under this method, the net earnings attributable to the asset being measured are isolated from the projected cash flows of the consolidated business over the remaining economic life of the intangible asset 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 relationships are being amortized on a straight-line basis (which approximates the economic pattern of benefits) over the estimated remaining weighted average useful life of 11.9 years and the backlog asset is being amortized over 2.5 years.

The fair values of the developed technology and trade name intangible assets were determined by the relief-from-royalty method under the income approach. This method is based on the assumption that in lieu of ownership of the asset, a company would be willing to pay a royalty in order to exploit the related benefits of the asset. Therefore, the cost savings 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 of the asset. The developed technology assets are being amortized on a straight-line basis (which approximates the economic pattern of benefits) over the estimated remaining useful life of 4.7 years and the trade names are being amortized on a straight-line basis (which approximates the economic pattern of benefits) over the estimated economic life of 5.5 years.

De La Rue Acquisition

On May 1, 2025, we acquired De La Rue Authentication Solutions (“DLR”) for a final purchase price of $391.1 million, net of cash acquired and working capital adjustments. We utilized the Term Loan A (as defined in Note 12, “Financing”) to fund the acquisition.

DLR is a leading global provider of digital and physical security and authentication technologies to governments and brands, and expands our portfolio of authentication solutions.

Allocation of Consideration Transferred to Net Assets Acquired

The following amounts represent the determination of the fair value of identifiable assets acquired and liabilities assumed from our acquisition of DLR. The fair value of certain assets and liabilities has been completed as required by ASC 805.

The amount allocated to goodwill reflects expected sales synergies, manufacturing efficiency and research and development. Goodwill from this acquisition is not deductible for tax purposes.

The 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:

Supplemental Pro Forma Data

The Company’s consolidated results of operations include the results of acquired businesses from their respective acquisition dates. During the period since acquisition, Antares Vision contributed net sales of $50.0 million and $113.7 million, and had an operating loss of $18.8 million and $24.2 million for the three-and-nine months ended September 30, 2026, respectively. The operating loss was driven by acquisition related amortization and transaction costs.

The following unaudited pro forma consolidated and combined information assumes that the Antares Vision acquisition was completed on January 1, 2025 and the DLR acquisition was completed on January 1, 2024. The unaudited pro forma information is provided for illustrative purposes only and does not purport to represent the Company’s actual consolidated results of operations or financial position had the business combinations occurred on such dates, nor is it necessarily indicative of future results.

Acquisition Related Costs

For the three-and-nine months ended September 30, 2026, we recorded $4.1 million and $18.8 million respectively, of acquisition related costs. For the three-and-nine months ended September 30, 2025, we recorded $6.1 million and $19.2 million, respectively, of acquisition related costs. Acquisition related costs are recorded within “Selling, general and administrative” in our Unaudited Condensed Consolidated Statements of Operations.

Note 3 -Segment Results

In connection with the acquisition of Antares Vision in Q1, 2026, we created a new segment called “Detection and Traceability Technologies,” which consists of the CPI business and the acquired Antares Vision business. This updated structure is how the Chief Operating Decision Maker evaluates performance and allocates resources.

As of September 30, 2026, we hadtwo reportable segments: Security and Authentication Technologies and Detection and Traceability Technologies. 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 September 30, 2026 is as follows:

Security and Authentication Technologies (“SAT”)

SAT provides advanced security solutions based on proprietary technology for securing physical products, including banknotes, consumer goods, government tax stamps 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.

Detection and Traceability Technologies (“DTT”)

DTT provides electronic equipment and associated software that leverage extensive proprietary capabilities across detection and inspection technologies for applications including the verification and authentication of payment transactions. DTT also delivers innovative solutions that ensure the quality, authenticity, and traceability of products across the supply chain, as well as advanced automation and processing systems, field service offerings, and remote diagnostics and productivity software solutions. Key research and development and manufacturing facilities are located in the United States, Italy, the United Kingdom, Mexico, India, Japan, and Germany, with additional sales offices worldwide.

Financial information by reportable segment is set forth below:

1 Includes other cost of operations such as manufacturing costs, amortization expenses, shipping and handling costs, and certain overhead expenses, as well as corporate allocations.

Note 4 -Revenue

Disaggregation of Revenues

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

Remaining Performance Obligations

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, 2026, our performance obligations were $715.5 million. We expect to recognize approximately 39% of our remaining performance obligations as revenue in 2026, approximately 55% in 2027 and substantially all the remaining obligations in 2028.

Contract Assets and Contract Liabilities

Contract assets represent unbilled amounts that typically arise from contracts for customized products or contracts for products sold directly to the U.S. government or indirectly to the U.S. government through subcontracts, and certain international contracts, where revenue recognized using the cost-to-cost method exceeds the amount billed to the customer. Contract assets are assessed for impairment and recorded at their net realizable value. Contract liabilities represent advance payments from customers. Revenue related to contract liabilities is recognized when control is transferred to the customer. We report contract assets, which are included within “Other current assets”, current contract liabilities, which are presented separately as “Contract liabilities” and long-term contract liabilities, which are included within “Other liabilities” on our Unaudited Condensed Consolidated Balance Sheets, on a contract-by-contract net basis at the end of each reporting period. Net contract assets and contract liabilities consisted of the following:

We recognized revenue of $17.1 million and $71.3 million during the three-and-nine months ended September 30, 2026, related to contract liabilities as of December 31, 2025.

Note 5 -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. 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.

Stock options, restricted share units, deferred stock units and performance-based restricted share units that were excluded from the calculation of diluted earnings per share because their effect is anti‑dilutive were 0.5 million and 0.6 million respectively, for the three-and-nine-months ended September 30, 2026, and 0.2 million and 0.3 million respectively, for the three-and-nine months ended September 30, 2025.

Note 6 -Changes in Accumulated Other Comprehensive Loss

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

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

Note 7 -Pension and Postretirement Benefits

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

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

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.

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

Note 8 -Income Taxes

Effective Tax Rates

Our quarterly provision for income taxes is measured using an annual effective tax rate, adjusted for discrete items within the periods presented.

Our effective tax rates are as follows:

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

Our effective tax rate for the three-and-nine months ended September 30, 2026 is lower and higher, respectively than the statutory U.S. federal tax rate of 21% primarily due to the mix of non-U.S. earnings.

The Organization for Economic Co-operation and Development (“OECD”) has proposed a global minimum tax of 15% of reported profits (“Pillar 2”) that has been agreed upon by over 140 member jurisdictions including the United States. Pillar 2 addresses the risks associated with profit shifting to entities in low tax jurisdictions. We have adopted Pillar 2 and the impact of this adoption on our business for the fiscal year ending December 31, 2026 is approximately $2.5 million.

On April 3, 2023, Crane Holdings, Co. was separated into two independent, publicly-traded companies, Crane NXT, Co. and Crane Company. The Tax Matters Agreement specifies the rights, responsibilities, and obligations after the separation with respect to tax liabilities and benefits. The agreement specifies the portion, if any, of this tax liability for which we and Crane Company will bear responsibility, and we and Crane Company agreed to indemnify each other against any amounts for which they are not responsible.

As of September 30, 2026, we had gross unrecognized tax benefits of $8.8 million included in “Other liabilities” in our Unaudited Condensed Consolidated Balance Sheets.

Note 9 -Goodwill and Intangible Assets

Changes to goodwill are as follows:

Changes to intangible assets are as follows:

A summary of intangible assets are as follows:

Future amortization expense associated with intangible assets is expected to be:

Note 10 -Accrued Liabilities

Accrued liabilities consist of:

1 Share deposit liabilities represent ordinary shares that the Company was obligated to issue related to the acquisition of Antares Vision as of Dec 31, 2025. The shares were subsequently issued during first quarter of 2026. See Note 2, “Acquisitions” for further details.

Note 11 -Commitments and Contingencies

We regularly review the status of lawsuits, claims and proceedings that have been or may be asserted against us relating to the conduct of our business, including those pertaining to product liability, patent infringement, commercial, employment, employee benefits, environmental and stockholder matters. We record a provision for a liability for such matters when it is considered probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions, if any, are reviewed quarterly and adjusted as additional information becomes available. If either or both criteria are not met, we assess whether there is at least a reasonable possibility that a loss, or additional losses, may have been incurred. 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, 2026, there was no reasonable possibility that a material loss, or any additional material losses, may have been incurred for such matters.

Note 12 -Financing

Our debt consisted of the following:

On December 15, 2025, in connection with the closing of the first phase of the Antares Vision acquisition, we amended our Credit Agreement (the “Fifth Amendment”) to provide for a new €430 million senior secured delayed draw term loan B facility (the “Term Loan B”) with a maturity date of December 15, 2032. In addition, the Fifth Amendment provides for maturity extensions on our existing senior secured term loan A facility (the “Term Loan A”) and revolving credit facility (the “Revolving Facility”) to December 15, 2030 and increased the Revolving Facility to $800.0 million.

On July 2, 2026, the Company repriced and increased its prior €430.0 million Term Loan B to €480.0 million through an amendment to its Credit Agreement (the “Sixth Amendment”). The Sixth Amendment was accounted for as a debt modification and the incremental €50.0 million of cash proceeds, together with cash on hand, was primarily used to repay a portion of Term Loan A. The Term Loan B interest rate is determined as an adjusted term Euro Interbank Offered Rate for the applicable interest period plus a margin ranging from 2.0% to 2.25% with such margin determined based on our first lien net leverage ratio. There is no change to the maturity date of December 15, 2032.

In the nine months ended September 30, 2026, we performed the following debt related activity:

•Borrowed €367.9 million, or $424.5 million, under the Term Loan B to fund the acquisition of Antares Vision and repay a portion of Term Loan A.

•Borrowed $316.3 million and repaid $209.0 million on our Revolving Facility to fund the repayment of Antares Vision debt, repay a portion of Term Loan A, and support the Company’s working capital needs.

•Assumed $123.5 million of Antares Vision debt, which was subsequently repaid with proceeds from borrowings under the revolving facility denominated in euro.

•In total the Company repaid $277.3 million of Term Loan A.

Net Investment Hedge

We designated the Term Loan B as a net investment hedge of certain foreign subsidiaries to mitigate the impact of foreign currency exchange rate fluctuations on the Company’s net investments in those subsidiaries. Additionally, in the third quarter of 2026, we designated part of the revolving facility denominated in euro as a net investment hedge. As such, we recorded gains of $6.7 million and $14.4 million for the three-and-nine months period ended September 30, 2026, respectively in Currency Translation Adjustment, a component of Accumulated Other Comprehensive Income.

Note 13 -Fair Value Measurements

The following tables provide information regarding the Company’s assets and liabilities measured at fair value as of September 30, 2026, and December 31, 2025. The tables exclude short-term borrowings of $231.1 million and$135.1 million as of September 30, 2026 and December 31, 2025, respectively, as their carrying values approximate their estimated fair values.

1 Notional value of $5.5 million

2 Includes long-term finance lease liabilities and variable-rate term loan borrowings of $616.9 million. The carrying value of the finance lease and term loan approximated their estimated fair value as of September 30, 2026.

1 Notional value of $11.7 million

2 Includes the long-term portion of variable-rate term loan borrowings of $472.1 million. The carrying value of the term loan approximated its estimated fair value as of December 31, 2025.

Note 14 -Restructuring

2025 Restructuring -In 2026, we carried out the following activities related to restructuring programs initiated in 2025:

•During the three-and-nine months ended September 30, 2026, we recorded restructuring charges of $6.1 million and $9.2 million, respectively, related to severance and facility exit activities associated with the integration of DLR and OpSec Security. As of September 30, 2026, cumulative restructuring charges associated with this initiative were $21.4 million. Total program costs are expected to be approximately $25 million.

•For the three-and-nine months ended September 30, 2026, we recorded severance costs of $0.0 million and $3.1 million to better align CPI’s cost structure with current economic conditions. As of September 30, 2026, cumulative restructuring charges associated with this initiative were $7.8 million. Total program costs are expected to be approximately $17 million. We continue to evaluate and align CPI’s cost structure with existing economic conditions which could result in further actions through 2027.

2024 Restructuring - In the first and fourth quarters of 2024, in response to challenging industry conditions, we initiated workforce reductions in CPI, incurring $10.4 million of cumulative severance charges, net through September 30, 2026. We have completed the restructuring program and do not expect to incur additional costs.

Restructuring Charges

We recorded restructuring charges which are reflected in the Unaudited Condensed Consolidated Statements of Operations, as follows:

Restructuring Liability

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

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

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