Crane NXT Co
For the period ended Dec 31, 2024. Filed Feb 20, 2025.
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FY2024 · Filed Feb 20, 2025
CXT$58.52-1.9%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a) Consolidated and Combined Financial Statements:
| Page Number | |
| Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34) | Page 37 |
|---|---|
| Consolidated and Combined Statements of Operations | Page 39 |
| Consolidated and Combined Statements of Comprehensive Income | Page 40 |
| Consolidated Balance Sheets | Page 41 |
| Consolidated and Combined Statements of Cash Flows | Page 42 |
| Consolidated and Combined Statements of Changes in Equity | Page 43 |
| Notes to Consolidated and Combined Financial Statements | Page 44 |
(b) Financial Statement Schedules:
Financial statement schedules are omitted because they are not applicable, not required, not material or because the required information is included in the Consolidated and Combined Financial Statements of the Company or the Notes thereto.
(c) Exhibits:
| Exhibit No. | Description |
|---|---|
| Exhibit 4.1 | Description of Registrant’s Securities Registered Pursuant to Section 12 of the Exchange Act. |
| Exhibit 10.1 | First Amendment, dated as of February 29, 2024, by and among Crane NXT, Co., a Delaware corporation, as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. |
| Exhibit 19 | Policy on Trading in Company Securities |
| Exhibit 21 | Subsidiaries of the Registrant. |
| Exhibit 23.1 | Consent of Independent Registered Public Accounting Firm. |
| Exhibit 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a). |
| Exhibit 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a). |
| Exhibit 32.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(b) or 15d-14(b). |
| Exhibit 32.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(b) or 15d-14(b). |
| Exhibit 97 | Policy Relating to Recovery of Erroneously Awarded Compensation. |
| Exhibit 101.INS | XBRL Instance Document |
| Exhibit 101.SCH | XBRL Taxonomy Extension Schema Document |
| Exhibit 101.CAL | XBRL Taxonomy Calculation Linkbase Document |
| Exhibit 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
| Exhibit 101.LAB | XBRL Taxonomy Label Linkbase Document |
| Exhibit 101.PRE | XBRL Taxonomy Presentation Linkbase Document |
| Exhibit 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
Exhibits to Form 10-K — Documents incorporated by reference:
| (2) | Plan of acquisition, reorganization, liquidation, or succession: |
| 2.1 | Agreement and Plan of Merger, dated February 28, 2022, by and among Crane Co., Crane NXT, Co., and Crane Transaction Company, LLC (included as Appendix A to the proxy statement/prospectus included in Amendment No. 2 to Crane NXT, Co.’s Registration Statement on Form S-4 (Registration No. 333-263119) filed on April 14, 2022) (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K12G3 filed on May 16, 2022). |
| 2.2 | Stock Purchase Agreement, dated as of August 12, 2022, by and among Crane NXT, Co., Crane Company, Redco Corporation and Spruce Lake Liability Management Holdco LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 15, 2022). |
| 2.3 | Separation and Distribution Agreement, dated as of April 3, 2023, by and between Crane NXT, Co. and Crane Company (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 3, 2023). |
| (3) | Certificate of Incorporation and Bylaws: |
| (3)(a) | Amended and Restated Certificate of Incorporation of Crane NXT, Co., dated as of May 16, 2022 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on April 3, 2023). |
| 3(b) | Certificate of Amendment to the Certificate of Incorporation of Crane NXT, Co., dated as of April 3, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 3, 2023). |
| 3(c) | Amended and Restated By-laws of Crane NXT, Co., dated as of April 3, 2023 (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on April 3, 2023). |
| (4) | Instruments Defining the Rights of Security Holders: |
| (4)(a)(1) | Indenture dated as of April 1, 1991 between the Registrant and the Bank of New York (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005). |
| (4)(a)(2) | First Supplemental Indenture to the Indenture dated April 1, 1991, dated as of May 16, 2022, between Crane NXT, Co. and U.S. Bank Trust Company, National Association (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K12G3 filed on May 16, 2022). |
| (4)(b)(1) | Indenture, dated as of 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 Company’s Current Report on Form 8-K12G3 filed on May 16, 2022). |
| (4)(b)(3) | Form of Note for 4.200% Senior Notes due 2048 (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on February 5, 2018). |
| (10) | Material Contracts: |
| 10(a) | Credit Agreement, dated as of March 17, 2023, by and among Crane NXT, Co., as borrower, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent and the other agents and arrangers party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 20, 2023). |
| 10(b) | Second Amendment, dated as of December 9, 2024, by and among Crane NXT, Co., a Delaware corporation, as borrower, CA-MC Acquisition UK Limited, a private limited company incorporated under the laws of England and Wales with registered number 03878137, the other loan parties party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 11, 2024). |
| 10(c) | Collateral Agreement, dated as of March 31, 2023, by and among NXT, Co., the subsidiary guarantors thereto and JPMorgan Chase, N.A., as administrative agent (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on April 3, 2023). |
| 10(d) | Transition Services Agreement, dated as of April 3, 2023, by and between Crane NXT, Co. and Crane Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 3, 2023). |
| 10(e) | Tax Matters Agreement, dated as of April 3, 2023, by and between Crane NXT, Co. and Crane Company (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 3, 2023). |
| 10(f) | Employee Matters Agreement, dated as of April 3, 2023, by and between Crane NXT, Co. and Crane Company (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on April 3, 2023). |
| 10(g) | Intellectual Property Matters Agreement, dated as of April 3, 2023, by and between Crane NXT, Co. and Crane Company (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on April 3, 2023). |
| (iii) | Management Contracts or Compensatory Plans, Contracts or Arrangements |
| (a) | The Crane Co. 2013 Stock Incentive Plan (incorporated by reference to Appendix A to the Company's Proxy Statement filed on March 11, 2013). |
| (b) | The Crane Co. 2018 Stock Incentive Plan (incorporated by reference to Appendix A to the Company's Proxy Statement filed on March 15, 2018). |
|---|---|
| (c) | The Crane Co. Amended & Restated 2018 Stock Incentive Plan (incorporated by reference Appendix A to the Company’s Proxy Statement filed on March 12, 2021). |
| (d) | 2007 Non-Employee Director Compensation Plan (incorporated by reference to Appendix B to the Company’s Proxy Statement filed on March 9, 2007). |
| (e) | The Crane Co. 2009 Non-Employee Director Compensation Plan (incorporated by reference to Appendix B to the Company’s Proxy Statement filed on March 6, 2009). |
| (f) | Form of Employment/Severance Agreement between the Company and certain executive officers, which provides for the continuation of certain employee benefits upon a change in control (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010). Agreements in this form have been entered into with all executive officers. |
| (g) | Form of Indemnification Agreement between the Company and each of its director and executive officers (incorporated by reference to Exhibit 10.3(i) to the Company’s Annual Report on Form 10-K filed February 23, 2021). |
| (h) | Offer Letter, dated September 27, 2022, between Crane NXT, Co. and Aaron Saak (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K filed March 1, 2023). |
| (i) | Offer Letter, dated February 24, 2023, between Crane NXT, Co. and Christina Cristiano (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed May 10, 2023). |
| (j) | Offer Letter, dated February 9, 2023, between Crane NXT, Co. and Paul Igoe (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed May 10, 2023). |
| (k) | Offer Letter, dated March 3, 2023, between Crane NXT, Co. and Jennifer Kartono (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed May 10, 2023). |
| (l) | Offer Letter, dated February 27, 2023, between Crane NXT, Co. and Bianca Shardelow (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed May 10, 2023). |
| (m) | Employment Contract, dated April 30, 2024, between Crane Payment Innovations, Limited and Sam Keayes (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed August 7, 2024). |
| (n) | Crane NXT, Co. Benefit Equalization Plan (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed May 10, 2023). |
| (o) | Crane NXT, Co. Annual Incentive Plan (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed May 10, 2023). |
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