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What changed in Crane NXT, Co.'s 10-K2024 vs 2025

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Paragraph-level year-over-year comparison of Crane NXT, Co.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+161 added144 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-20)

Top changes in Crane NXT, Co.'s 2025 10-K

161 paragraphs added · 144 removed · 116 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeOther Matters Relating to Our Business as a Whole Competitive Conditions Our businesses participate in markets that are highly competitive. Because of the diversity of products manufactured and sold, our businesses typically have a different set of competitors in each geographic area and end market in which they participate.
Biggest changeBecause of the diversity of products manufactured and sold, our businesses typically have a different set of competitors in each geographic area and end market in which they participate. Accordingly, it is not possible to estimate the number of competitors, or precise market share; however, we believe that we are a principal competitor in most of our markets.
For further discussion of our research and development activities, please refer to Part II, Item 8 under Note 1, “Nature of Operations and Significant Accounting Policies,” in the Notes to Consolidated and Combined Financial Statements. 9 Available Information We file annual, quarterly and current reports and amendments to these reports, proxy statements and other information with the U.S.
For further discussion of our research and development activities, please refer to Part II, Item 8 under Note 1, “Nature of Operations and Significant Accounting Policies,” in the Notes to Consolidated and Combined Financial Statements. Available Information We file annual, quarterly and current reports and amendments to these reports, proxy statements and other information with the U.S.
For a further discussion of risks related to raw materials, please refer to Item 1A. “Risk Factors.” 8 Government Contracts We have agreements relating to the sale of products to government entities, primarily involving products in our Security and Authentication Technologies segment.
For a further discussion of risks related to raw materials, please refer to Item 1A. “Risk Factors.” Government Contracts We have agreements relating to the sale of products to government entities, primarily involving products in our Security and Authentication Technologies segment.
For additional information on recent business developments and other information about us and our business, please refer to the information set forth under the captions, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in Part II, Item 7 of this report, as well as in Part II, Item 8 under Note 4, “Segment Information,” in the Notes to Consolidated and Combined Financial Statements for sales, operating profit and assets employed by each segment.
Reportable Segments For additional information on recent business developments and other information about us and our business, please refer to the information set forth under the captions, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in Part II, Item 7 of this report, as well as in Part II, Item 8 under Note 4, “Segment Information,” in the Notes to Consolidated and Combined Financial Statements for sales, operating profit and assets employed by each segment.
Our products are sold into primary end markets which include payment automation solutions, banknote design and production, along with a wide range of consumer related and financial services end markets. As such, our revenues depend on numerous unpredictable factors, including changes in market demand, general economic conditions, customer capital spending, timing and amount of contract awards and credit availability.
Our products are sold into primary end markets which include payment automation solutions, banknote design and production, along with a wide range of consumer related and financial services end markets. Our revenues depend on numerous unpredictable factors, including changes in market demand, general economic conditions, customer capital spending, timing and amount of contract awards and credit availability.
Our engineering and product development activities are focused on improving existing products, customizing existing products to meet customer requirements, as well as the development of new products. We own numerous patents, trademarks, copyrights, trade secrets and licenses to intellectual property, none of which is of such importance that termination would materially affect our business.
Our engineering and product development activities are focused on improving existing products, customizing existing products to meet customer requirements, as well as the development of new products. We own numerous patents, trademarks, copyrights, trade secrets and licenses to intellectual property, no one of which is of such importance that termination would materially affect our business.
Our associates are critical to our success, and we are committed to sustaining our culture grounded in our core values: people matter, do the right thing, trusted partner, innovate for growth, always improving. The Company has a diverse global workforce located in 32 countries, spanning six continents.
Our associates are critical to our success, and we are committed to sustaining our culture grounded in our core values: people matter, do the right thing, trusted partner, innovate for growth, always improving. 8 The Company has a diverse global workforce located in 35 countries, spanning six continents.
These items are available in the “Investors Corporate Governance” section of our website at www.cranenxt.com. The content of our website is not part of this report. 10
These items are available in the “Investors Corporate Governance” section of our website at www.cranenxt.com. The content of our website is not part of this report. 9
Crane NXT, Co. operates through two reportable segments. 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. CPI also provides advanced automation solutions, and processing systems, field service solutions, and remote diagnostics and productivity software solutions.
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. CPI also provides advanced automation solutions, and processing systems, field service solutions, and remote diagnostics and productivity software solutions.
At December 31, 2024, we employed approximately 4,500 persons worldwide, of which substantially all were full time employees. In the United States, we employed approximately 2,000 people across 42 locations. Employees based in some foreign countries may, from time to time, be represented by works councils or unions or subject to collective bargaining agreements.
At December 31, 2025, we employed approximately 4,800 persons worldwide, of which substantially all were full time employees. In the United States, we employed approximately 2,200 people across 32 locations. Employees based in some foreign countries may, from time to time, be represented by works councils or unions or subject to collective bargaining agreements.
From time to time, we engage in litigation to protect our intellectual property. Raw Materials Our manufacturing operations employ a wide variety of raw materials, including steel, copper, electronic components, aluminum, plastics, cotton, flax, films and various petroleum-based products. We purchase raw materials from many independent sources around the world.
Raw Materials Our manufacturing operations employ a wide variety of raw materials, including steel, copper, electronic components, aluminum, plastics, cotton, flax, films and various petroleum-based products. We purchase raw materials from many independent sources around the world.
De La Rue Authentication Solutions will be included within the Security and Authentication Technologies segment upon close. 7 Reportable Segments 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. The CPI segment remains unchanged.
Crane NXT, Co. operates through two reportable segments. 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 Crane Authentication business comprised of the acquired OpSec and De La Rue businesses. The CPI segment remains unchanged.
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.
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.
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Recent Transactions Credit Facilities 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”), funding under which became available in connection with the Separation.
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Key research and development and manufacturing facilities are located in the United States, United Kingdom, Sweden and Malta. 7 Other Matters Relating to Our Business as a Whole Competitive Conditions Our businesses participate in markets that are highly competitive.
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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 of 300 million British pounds to be used as part of the funding for the De La Rue Authentication Solutions acquisition discussed below, subject to customary closing conditions including the closing of the De La Rue Authentication Solutions transaction.
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To compete effectively, we seek to provide high quality products, with technological differentiation, at competitive prices, with superior customer service and timely delivery.
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On March 17, 2023, we also entered into a $350 million, 3-year term loan facility (the “Term Facility”), funding under which became available in connection with the Separation. On December 9, 2024, proceeds from the Revolving Facility were used to repay the outstanding Term Facility.
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OpSec Acquisition 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. OpSec is a global leader in brand protection and authentication solutions, serving the world’s most recognized brands, as well as government agencies and financial insti tutions.
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De La Rue Authentication Solutions Acquisition 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 in cash, subject to customary adjustments.
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The transaction is expected to close in the second quarter of 2025, subject to customary closing conditions. De La Rue Authentication Solutions is a leading global provider of digital and physical security and authentication technologies to governments and brands.
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Accordingly, it is not possible to estimate the number of competitors, or precise market share; however, we believe that we are a principal competitor in most of our markets. Our primary basis of competition is providing high quality products, with technological differentiation, at competitive prices, with superior customer service and timely delivery.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIntegrating acquired operations involves significant risks and uncertainties, including: Maintenance of uniform standards, controls, policies and procedures; Unplanned expenses associated with the integration efforts; Inability to achieve planned facility repositioning savings or related efficiencies from recent and ongoing investments; and Unidentified issues not discovered in the due diligence process, including legal contingencies.
Biggest changeIntegrating acquired operations involves significant risks and uncertainties, including: Maintenance of uniform standards, controls, policies and procedures; Unplanned expenses associated with the integration efforts; Inability to achieve planned facility repositioning savings or related efficiencies from recent and ongoing investments; Unidentified issues not discovered in the due diligence process, including legal contingencies; Inability of acquired businesses to timely report their results of operations; and Challenges in retaining key talent and critical employees from acquired businesses, which could impact operational continuity and the realization of anticipated synergies. 11 There can be no assurance that suitable acquisition opportunities will be available in the future, that we will continue to acquire businesses or that any business acquired will be integrated successfully or prove profitable, which could adversely impact our growth rate.
Future determinations of significant write-offs of goodwill or intangible assets as a result of an impairment test or any accelerated amortization of other intangible assets could have an adverse effect on our financial condition and results of operations. If our internal controls are found to be ineffective, our financial results or our stock price may be adversely affected.
Future determinations of significant write-offs of goodwill or intangible assets as a result of an impairment test or any accelerated amortization of other intangible assets could have an adverse effect on our future financial condition and results of operations. If our internal controls are found to be ineffective, our financial results or our stock price may be adversely affected.
If Crane Company in the future decides to engage in the type of business we conduct, it may have a competitive advantage over us, which may cause our business, financial condition and results of operations to be materially adversely affected. Because of their positions with us prior to the completion of the separation transaction, certain of our executive officers and directors have a financial interest in shares of Crane Company common stock.
If Crane Company in the future decides to engage in the type of business we conduct, it may have a competitive advantage over us, which may cause our business, financial condition and results of operations to be materially adversely affected. 15 Because of their positions with us prior to the completion of the separation transaction, certain of our executive officers and directors have a financial interest in shares of Crane Company common stock.
A cyber-attack on our information systems technology or those of our partners, vendors, or suppliers could adversely affect our ability to process orders, maintain proper levels of inventory, collect accounts receivable and pay expenses, all of which could have an adverse effect on our results of operations, financial condition and cash flows.
A successful cyber-attack on our information systems technology or those of our partners, vendors, or suppliers could adversely affect our ability to process orders, maintain proper levels of inventory, collect accounts receivable and pay expenses, all of which could have an adverse effect on our results of operations, financial condition and cash flows.
Any liabilities not covered by insurance or that exceed our established reserves could have an adverse effect on our financial condition, results of operations and cash flows. 14 We may be unable to improve productivity, reduce costs and align manufacturing capacity with customer demand.
Any liabilities not covered by insurance or that exceed our established reserves could have an adverse effect on our financial condition, results of operations and cash flows. We may be unable to improve productivity, reduce costs and align manufacturing capacity with customer demand.
We may not have sufficient insurance coverage or indemnification rights to cover such claims. Defending these lawsuits and becoming involved in these investigations may divert our management’s attention and may cause us to incur significant expenses.
We may not have sufficient insurance coverage or indemnification rights to cover such claims. Defending lawsuits and becoming involved in investigations may divert our management’s attention and may cause us to incur significant expenses.
A failure to comply with these requirements might result in suspension of these contracts and suspension or debarment from government contracting or subcontracting. We are subject to the Foreign Corrupt Practices Act, which prohibits U.S. companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or retaining business or securing any improper advantage.
Failure to comply with these requirements might result in suspension of these contracts and suspension or debarment from government contracting or subcontracting. Further, we are subject to the Foreign Corrupt Practices Act, which prohibits U.S. companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or retaining business or securing any improper advantage.
Competitive pressures, including those discussed above, could cause one or more of our business segments to lose market share or could result in significant price erosion, either of which could have an adverse effect on our financial condition, results of operations and cash flows. Additional tax expense or exposures could affect our financial condition, results of operations and cash flows.
Competitive pressures, including those discussed above, could cause one or more of our business segments to lose market share or could result in significant price erosion, which could have an adverse effect on our financial condition, results of operations and cash flows. Additional tax expense or exposures could adversely affect our financial condition, results of operations and cash flows.
The laws of some foreign countries in which our products are or may be manufactured or sold may not protect our products or intellectual property rights to the same extent as do the laws of the U.S. We cannot assure that the steps we take to protect our intellectual property will be adequate to prevent misappropriation of our technology.
The laws of some foreign countries in which our products are or may be manufactured or sold may not protect our products or intellectual property rights to the same extent in the U.S. We cannot assure that the steps we take to protect our intellectual property will be adequate to prevent misappropriation of our technology.
We compete with other industrial technology businesses for highly qualified employees in the countries in which we operate, and we may not be able to retain our personnel or hire and retain additional personnel needed for us to sustain and grow our business as planned.
We compete with other industrial technology businesses for employees in the countries in which we operate, and we may not be able to retain our personnel or hire and retain additional personnel needed for us to sustain and grow our business as planned.
Our business segments and corporate offices are dependent upon highly qualified personnel, and we generally are dependent upon the continued efforts of key management employees. Several factors may adversely affect the labor force available to us or increase labor costs, including high employment levels, federal unemployment subsidies, and other government regulations.
Our business segments and corporate offices are dependent upon highly qualified personnel, including necessary technical expertise, and we generally are dependent upon the continued efforts of key management employees. Several factors may adversely affect the labor force available to us or increase labor costs, including high employment levels, federal unemployment subsidies, and other government regulations.
We must also comply with various health and safety regulations in the U.S. and abroad. The costs of compliance with these regulations results in ongoing costs that may increase over time. Failure to comply with any of these laws could result in civil and criminal liability, substantial monetary and non-monetary penalties and damage to our reputation.
We must also comply with various health and safety regulations in the U.S. and abroad. The costs of compliance with these regulations may increase over time. Failure to comply with any of these laws could result in civil and criminal liability, substantial monetary and non-monetary penalties and damage to our reputation.
If Crane Company is unable, or otherwise fails, to satisfy its obligations under these agreements, including its indemnification obligations, we could incur operational difficulties or losses and experience an adverse impact on our financial condition, results of operations and cash flows. Crane Company is not restricted from competing with us.
If Crane Company is unable, or otherwise fails, to satisfy its indemnification obligations, we could incur operational difficulties or losses and experience an adverse impact on our financial condition, results of operations and cash flows. Crane Company is not restricted from competing with us.
We have experienced and expect to continue to experience some of these types of cybersecurity threats and incidents, which could be material in the future. We may be unable to identify or to complete acquisitions, or to successfully integrate the businesses we acquire. We have evaluated, and expect to continue to evaluate, a wide array of potential acquisition transactions.
We have experienced and expect to continue to experience cybersecurity threats, which could be material in the future. We may be unable to identify or to complete acquisitions, or to successfully integrate the businesses we acquire. We have evaluated, and expect to continue to evaluate, a wide array of potential acquisition transactions.
In addition, others may develop substantially equivalent, or superseding proprietary technology, or competitors may offer equivalent non-infringing products in competition with our products, thereby substantially reducing the value of our proprietary rights.
In addition, others may develop substantially equivalent, or superseding proprietary technology, or competitors may offer equivalent non-infringing products in competition with our products, thereby substantially reducing the value of our proprietary rights and technology position in the market.
Our financial condition, results of operations and cash flow could be affected by changes to any or all the following: tax laws, regulations, accounting principles and judicial rulings, the geographic mix of our earnings, the valuation of our deferred tax assets and liabilities, and the results of audits and examinations of previously filed tax returns.
Our financial condition, results of operations and cash flow could be adversely affected by changes to any or all the following: tax laws, regulations, accounting principles and judicial rulings, the geographic mix of our earnings, the valuation of our deferred tax assets and liabilities, and the results of audits and examinations of previously filed tax returns. 14 Our future results of operations and financial condition could be adversely impacted by intangible asset impairment charges.
We rely on a combination of trade secrets, patents, trademarks, copyrights and confidentiality procedures to protect our products and technology. Existing trade secret, patent, trademark and copyright laws offer only limited protection. Our patents could be invalidated or circumvented.
We rely on a combination of trade secrets, patents, trademarks, copyrights and confidentiality practices to protect our products and technology. Existing trade secret, patent, trademark and copyright laws offer only limited protection and in some cases for a limited duration. Further, our patents could be invalidated or circumvented.
Similarly, such macroeconomic fluctuations may adversely affect our supplier base and increase the potential for one or more of our suppliers to experience financial distress or bankruptcy. Demand for our products is variable and subject to factors beyond our control, which could result in unanticipated events significantly impacting our results of operations.
Similarly, such macroeconomic fluctuations may adversely affect our supplier base and increase the potential for one or more of our suppliers to experience financial distress or bankruptcy. Demand for our products is variable and subject to factors beyond our control, any of which could adversely affect our financial condition, results of operations or cash flow.
We are dependent on information technology networks and systems, including the Internet, to process, transmit and store electronic information, and, in the normal course of our business, we collect and retain certain types of personally identifiable and other information pertaining to our customers, stockholders and employees.
We are dependent on information technology networks and systems, including the Internet, to process, transmit and store electronic information, and, in the normal course of our business, we collect and retain certain types of personally identifiable and other information pertaining to our customers, stockholders and employees. The legal, regulatory and contractual environment surrounding information security and privacy is constantly evolving.
Any delay in the development or launch of a new product could result in our not being the first to market, which could compromise our competitive position. The inability of new products to meet targeted performance measures, or the discovery of a successful counterfeit of our security technology products, could cause reputational harm and hurt future sales.
Any delay in the development or launch of a new product could result in our not being the first to market, which could compromise our competitive position. If new products do not meet targeted performance measures, or a successful counterfeit of our security technology products is produced, we could suffer reputational harm and diminished future sales.
In addition, our operations outside the U.S. are subject to the risks associated with conducting business internationally, including, but not limited to: economic and political instability, including the risk of geopolitical conflict or territorial incursions, in the countries and regions in which we operate; the risks of fluctuations in foreign currency exchange rates, primarily the Japanese yen, the British pound, the euro, and the Swedish krona, could adversely affect our reported results, as amounts earned in other countries are translated into U.S. dollars for reporting purposes; and changes in the U.S. government's approach to trade policy, including in some cases renegotiating and terminating certain existing bilateral or multi-lateral trade agreements.
In addition, our operations outside the U.S. are subject to the risks associated with conducting business internationally, including, but not limited to: Economic and political instability, including the risk of geopolitical conflict or territorial incursions, in the countries and regions in which we operate; The risks of fluctuations in foreign currency exchange rates, primarily the Japanese yen, the British pound, the euro, and the Swedish krona, could adversely affect our reported results, as amounts earned in other countries are translated into U.S. dollars for reporting purposes; and 10 Developments in global trade policy, including possible changes to U.S. trade policies and tariffs and retaliatory trade measures taken by other countries.
In addition, if our internal control over financial reporting is found to be ineffective, investors may lose confidence in the reliability of our financial statements, which may adversely affect our stock price. 15 We are subject to risks related to the Separation that could negatively impact our results including not obtaining the intended tax treatment of the Separation transaction, failure of Crane Company to perform under the various transaction agreements and actual or potential conflicts of interest with Crane Company. In connection with the Separation, we received an Internal Revenue Service (the “IRS”) ruling (the “IRS Ruling”) on certain issues relevant to the qualification of the distribution under sections 368(a)(1)(D) and 355 of the Internal Revenue Code, based on certain facts and representations set forth in such request.
We are subject to risks related to the Separation that could negatively impact our results including not obtaining the intended tax treatment of the Separation transaction, failure of Crane Company to perform under the various transaction agreements and actual or potential conflicts of interest with Crane Company. In connection with the Separation, we received an Internal Revenue Service (the “IRS”) ruling (the “IRS Ruling”) on certain issues relevant to the qualification of the distribution under sections 368(a)(1)(D) and 355 of the Internal Revenue Code, based on certain facts and representations set forth in such request.
In addition, we cannot provide assurance that our costs related to remedial efforts or alleged environmental damage associated with past or current waste disposal practices or other hazardous materials handling practices will not exceed our estimates or adversely affect our financial condition, results of operations and cash flows. We face an inherent business risk of exposure to product liability or other claims in the event our products are alleged to be defective, or the use of our products is alleged to have resulted in harm to others or to property.
In addition, we cannot provide assurance that our costs related to remedial efforts or alleged environmental damage associated with past or current waste disposal practices or other hazardous materials handling practices will not exceed our estimates or adversely affect our financial condition, results of operations and cash flows. 13 We face an inherent risk of exposure to product liability and other claims if our products are defective or if their use causes harm to persons or property, and we may incur liability if we are unable to successfully defend such claims.
In certain circumstances, export control and economic sanctions, and other trade-related regulations may prohibit the export of certain products, services and technologies, and in other circumstances we may be required to obtain an export license before exporting the controlled item.
We are required to comply with various import and export control laws, which may affect our transactions with certain customers. In certain circumstances, export control and economic sanctions, and other trade-related regulations may prohibit the export of certain products, services and technologies. In other circumstances we may be required to obtain an export license before exporting the controlled item.
The competitors in many of our business segments can be expected in the future to improve technologies, reduce costs and develop and introduce new products. The ability of our business segments to achieve similar advances will be important to our competitive positions.
While we are a principal competitor in most of our markets, all our markets are highly competitive. The competitors in many of our business segments can be expected to improve technologies, reduce costs and develop and introduce new products. The ability of our business segments to achieve similar advances will be important to our competitive positions.
Net sales by destination outside the U.S. were 48% of our consolidated amounts in 2024. We expect that non-U.S. sales will continue to account for a significant portion of our revenues for the foreseeable future.
We conduct a substantial portion of our business outside the U.S. and face risks inherent in non-domestic operations. Net sales by destination outside the U.S. were 50% of our consolidated amounts in 2025. We expect that non-U.S. sales will continue to account for a significant portion of our revenues for the foreseeable future.
If we are unable to develop and introduce new products in a cost-effective manner or otherwise manage effectively the operations related to new products, our financial condition, results of operations and cash flows could be adversely impacted.
If we are unable to develop and introduce new products in a cost-effective manner or otherwise manage effectively the operations related to new products, our financial condition, results of operations and cash flows could be adversely impacted. 12 Our businesses are subject to governmental regulation; failure to comply with those regulations, as well as changes in those regulations, could adversely affect our financial condition, results of operations, cash flows and reputation.
The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs (including in Mexico where our facility operates under the Mexican Maquiladora program, which provides for reduced tariffs and eased import regulations) or trade agreements or policies has the potential to adversely impact demand for our products, our costs, our customers, our suppliers, and the U.S. economy, which in turn could have a material adverse effect on our business, financial condition, results of operations and cash flows. 11 Information systems and technology networks failures and breaches in data security, personally identifiable and other information, non-compliance with our contractual or other legal obligations regarding such information, or a violation of our privacy and security policies with respect to such information, could adversely affect us.
The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs (including in Mexico where our facility operates under the Mexican Maquiladora program, which provides for reduced tariffs and eased import regulations) may adversely impact demand for our products, our costs, our customers, our suppliers, and the U.S. economy, which in turn could have a material adverse effect on our business, financial condition, results of operations and cash flows.
The loss of the services of any of such personnel or our failure to attract and retain other qualified and experienced personnel on acceptable terms could impair our ability to successfully sustain and grow our business, which could have an adverse effect on our results of operations and financial condition.
The loss of personnel or our failure to attract and retain other qualified and experienced personnel could impair our ability to successfully sustain and grow our business and develop and introduce new products, which could adversely affect our results of operations and financial condition.
Failure to comply with any of these and similar regulations could result in civil and criminal liability, monetary and non-monetary penalties, fines, disruptions to our business, limitations on our ability to export products and services, and damage to our reputation. 13 Our business is directly and indirectly exposed to changes in government regulations; for example, changes in gaming regulations could influence the spending patterns of our casino operator customers, or changes in anti-money laundering regulations could result in additional technical requirements for our products.
Our business is directly and indirectly exposed to changes in government regulations; for example, changes in gaming regulations could influence the spending patterns of our casino operator customers, or changes in anti-money laundering regulations could result in additional technical requirements for our products.
Our goodwill is subject to an impairment test on an annual basis and is also tested whenever events and circumstances indicate that goodwill may be impaired. Any excess goodwill resulting from the impairment test must be written off in the period of determination. Intangible assets (other than goodwill) are generally amortized over the useful life of such assets.
Any excess goodwill resulting from the impairment test must be written off in the period of determination. Intangible assets (other than goodwill) are generally amortized over the useful life of such assets.
Our ability to achieve our growth goals depends in part upon our ability to identify and successfully acquire, finance and integrate companies and businesses at appropriate prices and realize anticipated cost savings. 12 Fluctuation in the prices of, or our ability to source, our components and raw materials, and delays in the distribution of our products could adversely affect our results of operations.
Our ability to achieve our growth goals depends in part upon our ability to identify and successfully acquire, finance and integrate companies and businesses at appropriate prices and realize anticipated cost savings.
The legal, regulatory and contractual environment surrounding information security and privacy is constantly evolving and companies that collect and retain such information are under increasing attack by cyber-criminals around the world.
Companies that collect and retain such information are under increasingly sophisticated and severe attack by cyber-criminals around the world.
For example, we recorded pre-tax restructuring charges in 2024 and 2023. While these are proactive actions to increase our productivity and operating effectiveness, our inability to adequately respond to potential declines in global demand for our products and services and properly align our cost base could have an adverse effect on our financial condition, results of operations and cash flows.
Conversely, our inability to adequately and timely respond to potential declines in global demand for our products and services to properly align our cost base could have an adverse effect on our financial condition, results of operations and cash flows. We face significant competition which may adversely impact our financial condition, results of operations, and cash flows in the future.
In addition, our results in the SAT segment are subject to significant variability due to the timing and size of contract awards by central banks for banknote production and actual order rates, particularly with the U.S. government. We conduct a substantial portion of our business outside the U.S. and face risks inherent in non-domestic operations.
In addition, our results in the SAT segment are subject to significant variability due to the timing and size of contract awards by central banks for banknote production and actual order rates, particularly with the U.S. government. If any of these factors comes to fruition, it could adversely affect our financial condition, results of operation and/or cash flow.
We are also subject to the anti-bribery laws of other jurisdictions.
We are also subject to the anti-bribery laws of other jurisdictions. Moreover, we conduct business with central banks in countries with high corruption indexes.
We may in the future incur liability if product liability lawsuits against us are successful. In addition, consistent with industry practice, we provide warranties on many of our products, and we may experience costs of warranty or breach of contract claims if our products have defects in manufacture or design or they do not meet contractual specifications.
Consistent with industry practice, we provide warranties on many of our products, and we could incur costs related to warranty or breach‑of‑contract claims if our products contain manufacturing or design defects or fail to meet contractual or customer specifications.
Our operations require significant amounts of necessary components and raw materials that are critical to our profitability and can fluctuate in price. Our costs are affected by price fluctuations of metals such as steel and copper as well as other raw materials such as electronic components, cotton and flax.
Fluctuation in the prices of, or our ability to source, our components and raw materials, and delays in the distribution of our products could adversely affect our results of operations. Our operations require significant amounts of necessary components and raw materials that are critical to our profitability and can fluctuate in price.
We estimate our future warranty costs based on historical trends and product sales, but we may fail to accurately estimate those costs and thereby fail to establish adequate warranty reserves for them. While we maintain insurance coverage with respect to certain liability claims, that insurance coverage may not be adequate to cover all claims that may arise, or we may not be able to maintain adequate insurance coverage in the future at an acceptable cost.
If any of these risks materialize, we could face increased costs and expenses, exposure to liability claims, diversion of technical and other resources, loss of customers, or negative publicity, any of which could adversely affect our business and results of operations. While we maintain insurance coverage with respect to certain liability claims, that insurance coverage may not be adequate to cover all claims that may arise, or we may not be able to maintain adequate insurance coverage in the future at an acceptable cost.
Our future results of operations and financial condition could be adversely impacted by intangible asset impairment charges. As of December 31, 2024, we had goodwill and other intangible assets, net of accumulated amortization, of $1,375.9 million, which represented approximately 58% of our total assets.
As of December 31, 2025, we had goodwill and other intangible assets, net of accumulated amortization, of $1,721.2 million, which represented approximately 55% of our total assets. Our goodwill is subject to an impairment test on an annual basis and is also tested whenever events and circumstances indicate that goodwill may be impaired.
Removed
There can be no assurance that suitable acquisition opportunities will be available in the future, that we will continue to acquire businesses or that any business acquired will be integrated successfully or prove profitable, which could adversely impact our growth rate.
Added
While we continue to expect to be able to largely offset the impact of tariffs on operating profit with pricing and productivity initiatives, the broader economic implications resulting from market volatility may decrease customer demand and negatively impact revenue and profitability.
Removed
We have seen a period of sustained price increases for certain raw materials and increased trade tariffs may result in increased costs for us.
Added
U.S. and foreign policy changes and uncertainty about such changes have resulted in increased market volatility and currency exchange rate fluctuations and may have a material adverse effect on our business, financial condition and results of operations.
Removed
We deploy a continuous, company-wide process to secure an adequate supply of raw materials at prices which are favorable to us, to source our components and raw materials from fewer suppliers, and to obtain parts from suppliers in low-cost countries where possible.
Added
Information systems and technology networks failures and breaches in data security, personally identifiable and other information, non-compliance with our contractual or other legal obligations regarding such information, or a violation of our privacy and security policies with respect to such information, could adversely affect us.
Removed
If we are unable to timely source these components or raw materials, whether resulting from more stringent regulatory requirements; supplier financial condition; disruptions in transportation; an outbreak of a severe public health pandemic; severe weather; or the occurrence or threat of wars, our operations may be disrupted, or we could experience a delay or temporary stoppage in certain of our manufacturing operations.
Added
We depend on the timely availability of significant quantities of components and raw materials, including metals such as steel and copper, electronic components, and natural fibers such as cotton and flax. The prices of these components and materials are subject to volatility driven by changes in global supply and demand dynamics, trade policies, geopolitical events, and inflationary pressures.
Removed
If the prices of critical components and raw materials continue to increase or we are unable to pass increased costs of components and raw materials to customers, our results of operations could be adversely affected. Additionally, a disruption within our supply chain network could adversely affect our results of operations.
Added
In recent periods, we have experienced sustained cost increases for certain materials. Future price escalations, whether due to market conditions or increased tariffs, could negatively impact our cost structure, including margins. In addition, w e rely on single or sole‑source suppliers for certain critical materials and components.
Removed
Our businesses are subject to governmental regulation; failure to comply with those regulations, as well as changes in those regulations, could adversely affect our financial condition, results of operations, cash flows and reputation. We are required to comply with various import and export control laws, which may affect our transactions with certain customers.
Added
If any such supplier encounters financial instability, capacity limitations, quality issues, regulatory impediments, labor shortages, or operational disruptions, we may be unable to obtain alternative sources on a timely basis or at comparable cost. Such circumstances could result in production delays, cost increases, or our inability to meet customer demand or quality specifications.
Removed
We face significant competition which may adversely impact our financial condition, results of operations, and cash flows in the future. While we are a principal competitor in most of our markets, all our markets are highly competitive.
Added
If we are unable to timely source necessary components or materials, our manufacturing operations may be disrupted, delayed or temporarily stopped, which in turn could adversely affect our results of operations.
Added
Due to the nature of our businesses, the countries in which we seek to sell products, and robust regulatory regimes, we are at risk of incurring civil and criminal liability, monetary and non-monetary penalties, fines, disruptions to our business, limitations on our ability to export products and services, and damage to our reputation.
Added
Although we estimate future warranty costs based on historical trends and product sales, these estimates may be inaccurate, resulting in insufficient warranty reserves. Because many of our products are sophisticated and complex and may incorporate or rely on third‑party hardware, software, and data, notwithstanding testing and quality control, defects or errors may still occur.
Added
Undetected defects, performance failures, or deviations from customer expectations could lead to loss of customers, contractual liabilities, additional development and operational costs, or delays in customer acceptance.
Added
Moreover, because customers deploy our software in diverse and complex environments, including varied hardware, platforms, system management tools, and network configurations, the likelihood of technical issues may increase, and when products are integrated with other components or software, identifying the source of any defect or error may be difficult.
Added
For example, we recorded pre-tax restructuring charges in 2025 and 2024. While these proactive actions are intended to increase our productivity and operating effectiveness, if demand for our products exceeds our available manufacturing capacity or we are unable to scale production quickly, we may experience delays in fulfilling orders, increased lead times, and potential loss of sales or customer relationships.
Added
In addition, if our internal control over financial reporting is found to be ineffective, investors may lose confidence in the reliability of our financial statements, which may adversely affect our stock price.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeProperties The following is a summary of our principal facilities as of December 31, 2024: Facilities - Owned Location Crane Payment Innovations Security and Authentication Technologies Corporate Total Number Area (sq. ft.) Number Area (sq. ft.) Number Area (sq. ft.) Number Area (sq. ft.) Manufacturing United States 2 663,558 6 852,773 8 1,516,331 Europe 2 242,212 1 490,501 3 732,713 Other international 2 294,666 2 294,666 6 1,200,436 7 1,343,274 13 2,543,710 Non-Manufacturing United States 3 135,689 3 18,811 6 154,500 Europe 1 11,000 1 11,000 4 146,689 3 18,811 7 165,500 Facilities - Leased Location Crane Payment Innovations Security and Authentication Technologies Corporate Total Number Area (sq. ft.) Number Area (sq. ft.) Number Area (sq. ft.) Number Area (sq. ft.) Manufacturing United States 3 338,798 3 338,798 Europe 2 324,151 2 324,151 5 662,949 5 662,949 Non-Manufacturing United States 15 143,233 8 181,993 2 18,253 25 343,479 Canada 2 11,704 2 11,704 Europe 2 31,734 6 39,626 8 71,360 Other international 6 22,063 10 36,407 16 58,470 25 208,734 24 258,026 2 18,253 51 485,013 In our opinion, these properties have been well maintained, are in good operating condition and contain all necessary equipment and facilities for their intended purposes. 18
Biggest changeProperties The following is a summary of our principal facilities as of December 31, 2025: Facilities - Owned Location Crane Payment Innovations Security and Authentication Technologies Corporate Total Number Area (sq. ft.) Number Area (sq. ft.) Number Area (sq. ft.) Number Area (sq. ft.) Manufacturing United States 2 663,558 6 852,773 8 1,516,331 Europe 2 242,212 1 490,501 3 732,713 Other international 2 294,666 2 294,666 6 1,200,436 7 1,343,274 13 2,543,710 Non-Manufacturing United States 3 135,689 3 18,811 6 154,500 Europe 1 11,000 1 11,000 4 146,689 3 18,811 7 165,500 Facilities - Leased Location Crane Payment Innovations Security and Authentication Technologies Corporate Total Number Area (sq. ft.) Number Area (sq. ft.) Number Area (sq. ft.) Number Area (sq. ft.) Manufacturing United States 4 380,806 4 380,806 Europe 3 339,187 3 339,187 7 719,993 7 719,993 Non-Manufacturing United States 7 125,074 5 142,902 2 18,253 14 286,229 Canada 2 11,704 2 11,704 Europe 2 31,734 6 45,215 8 76,949 Other international 7 22,127 11 44,059 18 66,186 18 190,639 22 232,176 2 18,253 42 441,068 In our opinion, these properties have been well maintained, are in good operating condition and contain all necessary equipment and facilities for their intended purposes. 18

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeItem 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Crane NXT, Co. common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol "CXT". As of December 31, 2024, there were 1,468 holders of record of Crane NXT, Co. common stock.
Biggest changeItem 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Crane NXT, Co. common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol "CXT". As of December 31, 2025, there were 1,393 holders of record of Crane NXT, Co. common stock.
Stock Performance Graph The following chart compares the total stockholder returns (stock price increase plus reinvested dividends) on our common stock from April 4, 2023, the date our stock commenced regular-way trading on the NYSE, through December 31, 2024 with the total stockholder returns for the S&P 500 Index and the S&P MidCap 400 Capital Goods Index.
Stock Performance Graph The following chart compares the total stockholder returns (stock price increase plus reinvested dividends) on our common stock from April 4, 2023, the date our stock commenced regular-way trading on the NYSE, through December 31, 2025 with the total stockholder returns for the S&P 500 Index and the S&P MidCap 400 Capital Goods Index.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

56 edited+27 added14 removed48 unchanged
Biggest changeThe decrease primarily reflected unfavorable mix of $36.3 million, or 15.0%, the impact of lower volumes of $14.4 million, or 5.9%, higher restructuring charges of $9.6 million, or 4.0%, and unfavorable foreign currency translation of $2.9 million, or 1.2%, partially offset by favorable pricing, lower material and other manufacturing costs and productivity gains of $41.8 million, or 17.2%, and the impact of cost saving actions of $9.1 million, or 3.7%. 26 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SECURITY AND AUTHENTICATION TECHNOLOGIES (in millions, except %) For the year ended December 31, 2024 2023 2022 Net sales by product line: Banknotes and Security Products $ 521.9 $ 500.4 $ 461.0 Authentication Products and Solutions 91.7 4.5 4.6 Total net sales $ 613.6 $ 504.9 $ 465.6 Cost of sales $ 381.3 $ 297.8 $ 269.6 Selling, general and administrative $ 121.4 $ 90.8 $ 78.7 Operating profit $ 110.9 $ 116.3 $ 117.3 Assets $ 1,178.2 $ 814.4 $ 863.3 Backlog $ 248.3 $ 243.0 $ 192.7 Operating margin 18.1 % 23.0 % 25.2 % 2024 compared to 2023 Sales increased by $108.7 million, or 21.5%, to $613.6 million in 2024, primarily reflecting the sales benefit from the OpSec acquisition of $86.0 million, or 17.0%, and higher core sales of $22.6 million, or 4.5%. Banknote and security product sales increased by $21.5 million, or 4.3%, to $521.9 million in 2024, driven by higher sales in international markets. Authentication products and solutions sales increased by $87.2 million to $91.7 million in 2024, driven by the sales benefit from the OpSec acquisition.
Biggest changeThe decrease primarily reflected the impact of lower volumes of $27.8 million, or 12.2%, and unfavorable mix of $16.4 million, or 7.2%, partially offset by favorable pricing, net of inflation, productivity gains and cost saving actions of $32.0 million, or 14.0%, and lower restructuring charges of $5.4 million, or 2.4%. 27 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SECURITY AND AUTHENTICATION TECHNOLOGIES (in millions, except %) For the year ended December 31, 2025 2024 2023 Net sales by product line: Banknotes and Security Products $ 592.4 $ 521.9 $ 500.4 Authentication Products and Solutions 217.7 91.7 4.5 Total net sales $ 810.1 $ 613.6 $ 504.9 Cost of sales $ 520.6 $ 381.3 $ 297.8 Selling, general and administrative $ 192.1 $ 121.4 $ 90.8 Operating profit $ 97.4 $ 110.9 $ 116.3 Assets $ 1,734.9 $ 1,178.2 $ 814.4 Backlog $ 379.4 $ 248.3 $ 243.0 Operating margin 12.0 % 18.1 % 23.0 % (a) Selling, general and administrative expense includes restructuring charges of $12.1 million for the years ended December 31, 2025. 2025 compared to 2024 Sales increased by $196.5 million, or 32.0%, to $810.1 million in 2025, primarily reflecting the sales benefit of acquisitions of $133.0 million, or 21.7%, higher core sales of $41.8 million, or 6.8% and favorable foreign currency translation of $21.7 million, or 3.5%. Banknote and security product sales increased by $70.5 million, or 13.5%, to $592.4 million in 2025, driven by higher sales in international markets and favorable foreign currency translation reflecting the strengthening of the Euro and Swedish Krona against the U.S. dollar. Authentication products and solutions sales increased by $126.0 million to $217.7 million in 2025, driven by the sales benefit from acquisitions.
The effect of a change in tax rates on deferred income taxes is recognized in income in the period when the change is enacted. 32 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Based on consideration of all available evidence regarding their utilization, we record net deferred tax assets to the extent that it is more likely than not that they will be realized.
The effect of a change in tax rates on deferred income taxes is recognized in income in the period when the change is enacted. 33 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Based on consideration of all available evidence regarding their utilization, we record net deferred tax assets to the extent that it is more likely than not that they will be realized.
Management believes that non-GAAP financial measures that exclude these items provide investors with an alternative metric that can assist in identifying underlying growth trends in our business and facilitate comparison of our sales performance, for example, with prior and future periods that are complementary to GAAP metrics. 24 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Items Affecting Comparability of Reported Results The comparability of our results for the years ended December 31, 2024, 2023 and 2022 is affected by the following significant items: The Separation Our financial statements for periods prior to the Separation are comprised 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.
Management believes that non-GAAP financial measures that exclude these items provide investors with an alternative metric that can assist in identifying underlying growth trends in our business and facilitate comparison of our sales performance, for example, with prior and future periods that are complementary to GAAP metrics. 25 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Items Affecting Comparability of Reported Results The comparability of our results for the years ended December 31, 2025, 2024 and 2023 is affected by the following significant items: The Separation Our financial statements for periods prior to the Separation are comprised 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.
A reporting unit is an operating segment unless discrete financial information is prepared and reviewed by segment management for businesses one level below that operating segment (a “component”), in which case the component would be the reporting unit. As of December 31, 2024, we had three reporting units.
A reporting unit is an operating segment unless discrete financial information is prepared and reviewed by segment management for businesses one level below that operating segment (a “component”), in which case the component would be the reporting unit. As of December 31, 2025, we had three reporting units.
Fair values are established primarily by discounting estimated future cash flows at an estimated cost of capital which varies for each reporting unit and which, as of our most recent annual impairment assessment, ranged between 10.5% and 12.0% (a weighted average of 10.6%), reflecting the respective inherent business risk of each of the reporting units tested.
Fair values are established primarily by discounting estimated future cash flows at an estimated cost of capital which varies for each reporting unit and which, as of our most recent annual impairment assessment, ranged between 11.0% and 12.0% (a weighted average of 11.5%), reflecting the respective inherent business risk of each of the reporting units tested.
We believe there have been no events or circumstances which would more likely than not reduce the fair value of our indefinite-lived or definite-lived intangible assets below their carrying value. As of the last annual assessment, fair values have been substantially in excess of carrying values.
We believe there have been no events, other than described above, or circumstances which would more likely than not reduce the fair value of our indefinite-lived or any of our definite-lived intangible assets below their carrying value. As of the last annual assessment, fair values have been substantially in excess of carrying values.
No impairment charges have been required during 2024, 2023 or 2022. 33 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Furthermore, to evaluate the sensitivity of the fair value calculations on the goodwill impairment test, we applied a hypothetical, reasonably possible 10% decrease to the fair values of each reporting unit.
No impairment charges have been required during 2025, 2024 and 2023. 34 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Furthermore, to evaluate the sensitivity of the fair value calculations on the goodwill impairment test, we applied a hypothetical, reasonably possible 10% decrease to the fair values of each reporting unit.
A reconciliation of the statutory U.S. federal tax rate to our effective tax rate is set forth in Item 8 under Note 10, "Income Taxes" in the Notes to Consolidated and Combined Financial Statements. 28 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES (in millions) For the year ended December 31, 2024 2023 2022 Net cash provided by (used for): Operating activities $ 214.1 $ 276.3 $ 306.0 Investing activities (318.0) (31.1) (21.3) Financing activities 62.1 (252.5) (135.0) Effect of exchange rates on cash, cash equivalents and restricted cash (12.0) 3.8 (20.2) (Decrease) increase in cash, cash equivalents and restricted cash $ (53.8) $ (3.5) $ 129.5 Our operating philosophy is to deploy cash provided from operating activities, when appropriate, to provide value to stockholders by reinvesting in existing businesses, by making acquisitions that will strengthen and complement our portfolio; by divesting businesses that are no longer strategic or aligned with our portfolio and where such divestitures can generate capacity for strategic investments and initiatives that further optimize our portfolio; by paying dividends and repaying prepayable debt.
A reconciliation of the statutory U.S. federal tax rate to our effective tax rate is set forth in Item 8 under Note 10, "Income Taxes" in the Notes to Consolidated and Combined Financial Statements. 29 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES (in millions) For the year ended December 31, 2025 2024 2023 Net cash provided by (used for): Operating activities $ 241.5 $ 214.1 $ 276.3 Investing activities (549.0) (318.0) (31.1) Financing activities 363.6 62.1 (252.5) Effect of exchange rates on cash, cash equivalents and restricted cash 16.7 (12.0) 3.8 Increase (Decrease) in cash, cash equivalents and restricted cash $ 72.8 $ (53.8) $ (3.5) Our operating philosophy is to deploy cash provided from operating activities, when appropriate, to provide value to stockholders by reinvesting in existing businesses, by making acquisitions that will strengthen and complement our portfolio; by divesting businesses that are no longer strategic or aligned with our portfolio and where such divestitures can generate capacity for strategic investments and initiatives that further optimize our portfolio; by paying dividends and repaying prepayable debt.
Transaction Related Expenses We incurred transaction related expenses of $19.9 million for the year ended December 31, 2024, and $22.0 million for the year ended December 31, 2023, recorded in “Selling, general and administrative” in the Consolidated and Combined Statements of Operations. These transaction related expenses primarily consist of professional service fees incurred in connection with acquisitions and the Separation.
Transaction Related Expenses We incurred transaction related expenses of $24.1 million, $19.9 million and $22.0 million for the years ended December 31, 2025, 2024 and 2023, respectively, recorded in “Selling, general and administrative” in the Consolidated and Combined Statements of Operations. These transaction related expenses primarily consist of professional service fees incurred in connection with acquisitions and the Separation.
There are inherent uncertainties related to these assumptions, including changes in market conditions, and management judgment is necessary in applying them to the analysis of goodwill impairment.
There are inherent uncertainties related to these assumptions, including changes in factors outside management control such as market conditions, and management judgment is necessary in applying them to the analysis of goodwill impairment.
The effects of this hypothetical 10% decrease would still result in a fair value calculation significantly exceeding our carrying value for each of our reporting units, except for the recently acquired OpSec reporting unit which was less than 10%. OpSec’s goodwill represents 14% of the total goodwill of the Company.
The effects of this hypothetical 10% decrease would still result in a fair value calculation significantly exceeding our carrying value for each of our reporting units, except for the recently acquired Authentication reporting unit which was less than 10%. Authentication’s goodwill represents 27.9% of the total goodwill of the Company.
INCOME TAX (in millions, except %) For the year ended December 31, 2024 2023 2022 Income before tax U.S. $ 78.2 $ 97.4 $ 163.9 Income before tax non-U.S. 148.2 142.4 84.4 Income before tax worldwide $ 226.4 $ 239.8 $ 248.3 Provision for income taxes $ 42.3 $ 51.5 $ 43.4 Effective tax rate 18.7 % 21.5 % 17.5 % Our effective tax rate is affected by both recurring and discrete items, including the mix of jurisdictional earnings, acquisitions and dispositions, changes in the valuation of our deferred tax assets and liabilities, changing regulations, the continued availability of statutory tax credits and deductions, and examinations initiated by tax authorities around the world.
See Note 3 “Acquisitions” INCOME TAX (in millions, except %) For the year ended December 31, 2025 2024 2023 Income before tax U.S. $ 91.5 $ 78.2 $ 97.4 Income before tax non-U.S. 89.5 148.2 142.4 Income before tax worldwide $ 181.0 $ 226.4 $ 239.8 Provision for income taxes $ 35.9 $ 42.3 $ 51.5 Effective tax rate 19.8 % 18.7 % 21.5 % Our effective tax rate is affected by both recurring and discrete items, including the mix of jurisdictional earnings, acquisitions and dispositions, changes in the valuation of our deferred tax assets and liabilities, changing regulations, the continued availability of statutory tax credits and deductions, and examinations initiated by tax authorities around the world.
When products are customized or products are sold directly to the U.S. government, revenue is recognized over time because control is transferred continuously to customers, as the contract progresses. We exercise judgment to determine whether the products have an alternative use to us.
When products are customized or products are sold directly to the U.S. government or indirectly to the U.S. government through subcontracts, and under certain international government contracts, revenue is recognized over time because control is transferred continuously to customers, as the contract progresses. We exercise judgment to determine whether the products have an alternative use to us.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023. 23 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results from Operations - For the Years ended December 31, 2024, 2023 and 2022 For the year ended December 31, 2024 vs 2023 Favorable / (Unfavorable) Change 2023 vs 2022 Favorable / (Unfavorable) Change (in millions, except %) 2024 2023 2022 $ % $ % Net sales: Crane Payment Innovations $ 873.2 $ 886.4 $ 874.3 $ (13.2) (1.5) % $ 12.1 1.4 % Security and Authentication Technologies 613.6 504.9 465.6 108.7 21.5 % 39.3 8.4 % Total net sales $ 1,486.8 $ 1,391.3 $ 1,339.9 $ 95.5 6.9 % $ 51.4 3.8 % Sales growth: Core sales $ 15.7 1.1 % $ 57.5 4.3 % Foreign exchange (6.2) (0.4) % (6.1) (0.5) % Acquisitions 86.0 6.2 % % Total sales growth $ 95.5 6.9 % $ 51.4 3.8 % Cost of sales $ 821.7 $ 737.2 $ 713.7 $ (84.5) (11.5) % $ (23.5) (3.3) % Selling, general and administrative $ 386.2 $ 366.8 $ 318.7 $ (19.4) (5.3) % $ (48.1) (15.1) % Restructuring charges $ 10.1 $ 0.5 $ 6.2 $ (9.6) NM $ 5.7 91.9 % Operating profit (loss): Crane Payment Innovations $ 228.4 $ 242.8 $ 217.1 $ (14.4) (5.9) % $ 25.7 11.8 % Security and Authentication Technologies 110.9 116.3 117.3 (5.4) (4.6) % (1.0) (0.9) % Corporate (70.5) (72.3) (33.1) 1.8 2.5 % (39.2) (118.4) % Total operating profit $ 268.8 $ 286.8 $ 301.3 $ (18.0) (6.3) % $ (14.5) (4.8) % Operating margin: Crane Payment Innovations 26.2 % 27.4 % 24.8 % Security and Authentication Technologies 18.1 % 23.0 % 25.2 % Total operating margin 18.1 % 20.6 % 22.5 % NON-GAAP FINANCIAL MEASURES References to "core," such as "core sales," exclude currency effects and, where applicable, the first-year impacts of acquisitions and divestitures.
Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024. 24 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results from Operations - For the Years ended December 31, 2025, 2024 and 2023 For the year ended December 31, 2025 vs 2024 Favorable / (Unfavorable) Change 2024 vs 2023 Favorable / (Unfavorable) Change (in millions, except %) 2025 2024 2023 $ % $ % Net sales: Crane Payment Innovations $ 846.6 $ 873.2 $ 886.4 $ (26.6) (3.0) % $ (13.2) (1.5) % Security and Authentication Technologies 810.1 613.6 504.9 196.5 32.0 % 108.7 21.5 % Total net sales $ 1,656.7 $ 1,486.8 $ 1,391.3 $ 169.9 11.4 % $ 95.5 6.9 % Sales growth: Core sales $ 10.1 0.7 % $ 15.7 1.1 % Foreign exchange 26.8 1.8 % (6.2) (0.4) % Acquisitions 133.0 8.9 % 86.0 6.2 % Total sales growth $ 169.9 11.4 % $ 95.5 6.9 % Cost of sales $ 952.9 $ 821.7 $ 737.2 $ (131.2) (16.0) % $ (84.5) (11.5) % Selling, general and administrative $ 440.3 $ 386.2 $ 366.8 $ (54.1) (14.0) % $ (19.4) (5.3) % Restructuring charges $ 16.8 $ 10.1 $ 0.5 $ (6.7) (66.3) % $ (9.6) NM Operating profit (loss): Crane Payment Innovations $ 221.6 $ 228.4 $ 242.8 $ (6.8) (3.0) % $ (14.4) (5.9) % Security and Authentication Technologies 97.4 110.9 116.3 (13.5) (12.2) % (5.4) (4.6) % Corporate (72.3) (70.5) (72.3) (1.8) (2.6) % 1.8 2.5 % Total operating profit $ 246.7 $ 268.8 $ 286.8 $ (22.1) (8.2) % $ (18.0) (6.3) % Operating margin: Crane Payment Innovations 26.2 % 26.2 % 27.4 % Security and Authentication Technologies 12.0 % 18.1 % 23.0 % Total operating margin 14.9 % 18.1 % 20.6 % NON-GAAP FINANCIAL MEASURES References to "core," such as "core sales," exclude currency effects and, where applicable, the first-year impacts of acquisitions and divestitures.
Financing Activities Cash provided by (used for) financing activities consists primarily of d ividend payments to shareholders, repayments of indebtedness, and proceeds from our credit facilities . Cash provided by financing activities was $62.1 million in 2024, compared with cash used for financing activities of $252.5 million in 2023.
Financing Activities Cash provided by (used for) financing activities consists primarily of d ividend payments to shareholders, repayments of indebtedness, proceeds from our credit facilities and investments from our stakeholders . Cash provided by financing activities was $363.6 million in 2025, compared with $62.1 million in 2024.
As of December 31, 2023, we had $841.2 million of goodwill and $308.9 million of net intangible assets, of which $45.5 million were intangibles with indefinite useful lives included within intellectual property rights. Our business acquisitions have typically resulted in the recognition of goodwill and other intangible assets.
As of December 31, 2024, we had $956.6 million of goodwill and $419.3 million of net intangible assets, of which $45.5 million were intangibles with indefinite useful lives included within intellectual property rights. Our business acquisitions have typically resulted in the recognition of goodwill and other intangible assets.
INTEREST AND MISCELLANEOUS INCOME, NET (in millions) For the year ended December 31, 2024 2023 2022 Interest income $ 1.6 $ 1.1 $ 0.2 Interest expense $ (47.8) $ (48.1) $ (41.9) Related party interest expense* $ $ (2.5) $ (14.4) Miscellaneous income, net $ 3.8 $ 2.5 $ 3.1 * Related party interest with Crane Company incurred prior to the Separation.
INTEREST AND MISCELLANEOUS INCOME, NET (in millions) For the year ended December 31, 2025 2024 2023 Interest income $ 1.0 $ 1.6 $ 1.1 Interest expense $ (60.3) $ (47.8) $ (48.1) Related party interest expense* $ $ $ (2.5) Equity investment (loss) gain $ (11.5) $ 0.8 $ Miscellaneous income, net $ 5.1 $ 3.0 $ 2.5 * Related party interest with Crane Company incurred prior to the Separation.
The decrease reflected lower core sales of $12.5 million, or 1.6%, as favorable pricing was more than offset by lower volumes primarily in gaming.
The decrease reflected lower core sales of $35.6 million, or 4.8%, as favorable pricing was more than offset by lower volumes primarily in vending.
As of December 31, 2024, we had $956.6 million of goodwill and $419.3 million of net intangible assets, of which $45.5 million were intangibles with indefinite useful lives included within intellectual property rights.
As of December 31, 2025, we had $1,164.0 million of goodwill and $557.2 million of net intangible assets, of which $45.5 million were intangibles with indefinite useful lives included within intellectual property rights.
Recent Accounting Pronouncements Information regarding new accounting pronouncements is included in Item 8 under Note 1 to the Consolidated and Combined Financial Statements. 34 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Recent Accounting Pronouncements Information regarding new accounting pronouncements is included in Item 8 under Note 1 to the Consolidated and Combined Financial Statements. 35
Included in the sales decrease was unfavorable foreign currency translation of $6.3 million, or 0.8%, primarily reflecting the weakening of the Japanese Yen, partially offset by the strengthening of the British pound against the U.S. dollar. Service revenue increased by $5.6 million, or 4.4%, to $133.3 million in 2024, primarily driven by favorable pricing.
The decrease was partially offset by favorable foreign currency translation of $5.1 million, or 0.7%, primarily reflecting the strengthening of the British pound and Japanese yen against the U.S. dollar. Service revenue increased by $3.9 million, or 2.9%, to $137.2 million in 2025, primarily driven by favorable pricing.
Both segments achieved productivity gains. 25 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CRANE PAYMENT INNOVATIONS (in millions, except %) For the year ended December 31, 2024 2023 2022 Net sales by product line: Payment Acceptance and Dispensing Products $ 739.9 $ 758.7 $ 752.2 Services 133.3 127.7 122.1 Total net sales $ 873.2 $ 886.4 $ 874.3 Cost of sales $ 440.4 $ 439.4 $ 444.1 Selling, general and administrative (a) $ 204.4 $ 204.2 $ 213.1 Operating profit $ 228.4 $ 242.8 $ 217.1 Assets $ 1,187.1 $ 1,279.1 $ 1,266.1 Backlog $ 145.8 $ 216.8 $ 372.9 Operating margin 26.2 % 27.4 % 24.8 % (a) Selling, general and administrative expense includes restructuring charges of $10.1 million, $0.5 million and $6.2 million for the years ended December 31, 2024, 2023 and 2022, respectively. 2024 compared to 2023 Sales decreased by $13.2 million, or 1.5%, to $873.2 million in 2024, driven by lower core sales of $6.9 million, or 0.8%, and unfavorable foreign currency translation of $6.3 million, or 0.7%. Sales of Payment Acceptance and Dispensing Products decreased $18.8 million, or 2.5%, to $739.9 million in 2024.
The decrease was primarily driven by the dilutive impact of acquisitions, higher material and other manufacturing costs, unfavorable mix and the impact of lower volumes in CPI, partially offset by favorable pricing, cost saving actions and productivity gains. 26 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CRANE PAYMENT INNOVATIONS (in millions, except %) For the year ended December 31, 2025 2024 2023 Net sales by product line: Payment Acceptance and Dispensing Products $ 709.4 $ 739.9 $ 758.7 Services 137.2 133.3 127.7 Total net sales $ 846.6 $ 873.2 $ 886.4 Cost of sales $ 432.3 $ 440.4 $ 439.4 Selling, general and administrative (a) $ 192.7 $ 204.4 $ 204.2 Operating profit $ 221.6 $ 228.4 $ 242.8 Assets $ 1,183.0 $ 1,187.1 $ 1,279.1 Backlog $ 113.4 $ 145.8 $ 216.8 Operating margin 26.2 % 26.2 % 27.4 % (a) Selling, general and administrative expense includes restructuring charges of $4.7 million, $10.1 million and $0.5 million for the years ended December 31, 2025, 2024 and 2023, respectively. 2025 compared to 2024 Sales decreased by $26.6 million, or 3.0%, to $846.6 million in 2025, driven by lower core sales of $31.7 million, or 3.6%, offset by favorable foreign currency translation of $5.1 million, or 0.6%. Sales of Payment Acceptance and Dispensing Products decreased $30.5 million, or 4.1%, to $709.4 million in 2025.
The following table summarizes our fixed cash obligations as of December 31, 2024: Payment due by Period (in millions) Total 2025 2026 -2027 2028 -2029 2030 and after Debt (a) $ 550.0 $ $ $ $ 550.0 Fixed interest payments 508.4 27.8 55.6 55.6 369.4 Operating lease payments 95.1 13.6 19.0 13.1 49.4 Purchase obligations 39.9 38.0 1.9 Pension and postretirement benefits (b) 45.6 4.8 8.5 9.0 23.3 Other long-term liabilities reflected on Consolidated Balance Sheets (c) Total $ 1,239.0 $ 84.2 $ 85.0 $ 77.7 $ 992.1 (a) Debt includes scheduled principal payments.
The following table summarizes our cash obligations as of December 31, 2025: Payment due by Period (in millions) Total 2026 2027 -2028 2029 -2030 2031 and after Debt (a) $ 1,044.2 $ 9.1 $ 27.2 $ 326.3 $ 681.6 Fixed interest payments (b) 480.6 27.8 55.6 55.6 341.6 Operating lease payments 102.6 17.7 23.1 13.9 47.9 Purchase obligations 44.8 34.2 7.8 2.8 Pension and postretirement benefits (c) 50.2 4.9 10.0 10.1 25.2 Other long-term liabilities reflected on Consolidated Balance Sheets (d) Total $ 1,722.4 $ 93.7 $ 123.7 $ 408.7 $ 1,096.3 (a) Debt includes scheduled principal payments.
When an alternative use does not exist for these products and we are entitled to payment for performance completed to date which includes a reasonable profit margin, revenue is recognized over time.
When an alternative use does not exist for these products and we are entitled to payment for performance completed to date which includes a reasonable profit margin, revenue is recognized over time. When a contract contains clauses indicating that the customer owns any work-in-progress as the contracted product is being built, revenue is recognized over time.
These increases were partially offset by currency translation adjustment of $50.9 million, cash dividends of $36.6 million, and changes in pension and postretirement plan assets and benefit obligations, net of tax of $3.1 million. 31 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS APPLICATION OF CRITICAL ACCOUNTING ESTIMATES Our Consolidated and Combined Financial Statements are prepared in accordance with accounting principles generally accepted in the United States.
These increases were partially offset by cash dividends of $39.0 million, and noncontrolling interest of acquired entity of $3.6 million. 32 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS APPLICATION OF CRITICAL ACCOUNTING ESTIMATES Our Consolidated and Combined Financial Statements are prepared in accordance with accounting principles generally accepted in the United States.
(b) Pension benefits are funded by the respective pension trusts. The postretirement benefit component of the obligation is approximately $1.0 million per year for which there is no trust and will be directly funded by us. Pension benefits are included through 2034.
(b) Variable interest payments are excluded because the underlying interest rates will depend on changes in market-based rates and cannot be reasonably estimated. (c) Pension benefits are funded by the respective pension trusts. The postretirement benefit component of the obligation is approximately $1.0 million per year for which there is no trust and will be directly funded by us.
If actual results are not consistent with management’s estimates and assumptions, goodwill and other intangible assets may then be determined to be impaired and a charge would need to be taken against net earnings. Intangibles with indefinite useful lives are tested annually for impairment, or when events or changes in circumstances indicate the potential for impairment.
If they do, goodwill and other intangible assets could become impaired, requiring a charge against net earnings. Intangibles with indefinite useful lives are tested annually for impairment, or when events or changes in circumstances indicate the potential for impairment.
We do not believe that any discrete event or adjustment to an individual contract within the aggregate changes in contract estimates for 2024, 2023 or 2022 was material to the consolidated and combined statements of operations for such annual periods. Income Taxes.
Provisions for estimated losses, if any, on uncompleted long-term contracts, are made in the period in which such losses are determined. We do not believe that any discrete event or adjustment in contract estimates for 2025, 2024 or 2023 was material to the consolidated and combined statements of operations for such annual periods. Income Taxes.
Credit Ratings As of December 31, 2024, Crane NXT’s Corporate Rating was BB+ by S&P Global Ratings with a Stable Outlook and Ba1 with a Stable Outlook by Moody’s Investor Services. Our senior secured debt was rated BB+ by S&P Global Ratings with a Stable outlook and Baa3 with a Stable Outlook by Moody’s Investor Service.
Our senior secured debt was rated BB+ by S&P Global Ratings with a Stable outlook and Baa3 with a Stable Outlook by Moody’s Investor Service. Our senior unsecured debt was rated BB- by S&P Global Ratings with a Stable outlook and Ba2 with a Stable outlook by Moody’s Investors Service.
Our current cash balance, together with cash we expect to generate from future operations along with borrowings available under the Credit Agreement, is expected to be sufficient to finance our short- and long-term capital requirements. In addition, we believe our credit ratings afford us adequate access to public and private debt markets.
At any given time, and from time to time, we may be evaluating one or more of these opportunities. Our current cash balance, together with cash we expect to generate from future operations along with borrowings available under the Credit Agreement, is expected to be sufficient to finance our short- and long-term capital requirements.
Our senior unsecured debt was rated BB- by S&P Global Ratings with a Stable outlook and Ba2 with a Stable outlook by Moody’s Investors Service. We believe that these ratings afford us adequate access to the public and private debt markets. Contractual Obligations Under various agreements, we are obligated to make future cash payments in fixed amounts.
We believe that these ratings afford us adequate access to the public and private debt markets. Contractual Obligations Under various agreements, we are obligated to make future cash payments in fixed amounts. These include payments under our short-term and long-term debt agreements and rent payments required under operating lease agreements.
Capital expenditures are made primarily for increasing capacity, replacing equipment, supporting new product development, and improving information systems. We expect capital expenditures of approximately $30 million in 2025. Cash used for investing activities was $318.0 million in 2024, compared with $31.1 million in 2023. The increase in cash used for investing activities was primarily driven by the OpSec acquisition.
Investing Activities Cash used for investing activities primarily consists of cash used for capital expenditures and acquisitions. Capital expenditures are made primarily for increasing capacity, replacing equipment, supporting new product development, and improving information systems. We expect capital expenditures of approximately $75 million to $80 million in 2026.
There were no allocated transaction-related expenses in connection with the Separation for the year ended December 31, 2022. Restructuring Charges In response to challenging industry conditions in the CPI segment, we recorded restructuring charges of $10.1 million, $0.5 million and $6.2 million for the years ended December 31, 2024, 2023 and 2022, respectively.
These expenses are predominantly recorded in Corporate expense. Restructuring Charges In response to challenging industry conditions and to realign the cost structure with existing economic conditions in the CPI segment, we recorded restructuring charges of $4.7 million, $10.1 million and $0.5 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Our 2024 effective tax rate of 18.7% is lower than the prior year’s comparable period due to the mix in jurisdictional earnings and release of uncertain tax positions due to the expiration of statute of limitations.
Our 2025 effective tax rate of 19.8% is higher than the prior year’s comparable period due to the mix in jurisdictional 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.
Based on the Company’s evaluation of the provisions, these tax law changes did not have a material impact on the Company’s financial statements. The Organization for Economic Co-operation and Development (“OECD”) has proposed a global minimum tax of 15% of reported profits (“Pillar 2 tax”) that has been agreed upon by over 140 member jurisdictions including the United States.
(c) As the timing of future cash outflows is uncertain, the following long-term liabilities (and related balances) are excluded from the above table: gross unrecognized tax benefits of $8.1 million and related gross interest and penalties of $1.3 million. 30 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Capital Structure The following table sets forth our capitalization: (in millions, except %) December 31, 2024 2023 Short-term borrowings $ 210.0 $ 4.6 Long-term debt 540.6 640.3 Total debt $ 750.6 $ 644.9 Equity $ 1,064.9 $ 964.0 Capitalization $ 1,815.5 $ 1,608.9 Debt to capitalization 41.3 % 40.1 % Total debt $ 750.6 $ 644.9 Less cash and cash equivalents 165.8 227.2 Net debt (a) $ 584.8 $ 417.7 Equity $ 1,064.9 $ 964.0 Net capitalization (a) $ 1,649.7 $ 1,381.7 Net debt to equity (a) 54.9 % 43.3 % Net debt to net capitalization (a) 35.4 % 30.2 % (a) Net debt, a non-GAAP measure, represents total debt less cash and cash equivalents.
Refer to Note 3, “Acquisition,” and Note 14, “Financing,” for additional information. 31 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Capital Structure The following table sets forth our capitalization: (in millions, except %) December 31, 2025 2024 Short-term borrowings $ 135.1 $ 210.0 Long-term debt 1,004.4 540.6 Total debt $ 1,139.5 $ 750.6 Equity $ 1,249.9 $ 1,064.9 Capitalization $ 2,389.4 $ 1,815.5 Debt to capitalization 47.7 % 41.3 % Total debt $ 1,139.5 $ 750.6 Less cash and cash equivalents 233.8 165.8 Net debt (a) $ 905.7 $ 584.8 Equity $ 1,249.9 $ 1,064.9 Net capitalization (a) $ 2,155.6 $ 1,649.7 Net debt to equity (a) 72.5 % 54.9 % Net debt to net capitalization (a) 42.0 % 35.4 % (a) Net debt, a non-GAAP measure, represents total debt less cash and cash equivalents.
Operating profit decreased by $5.4 million, or 4.6%, to $110.9 million in 2024, reflecting the dilutive impact of the OpSec acquisition of $10.2 million, or 8.7%, higher material and other manufacturing costs net of favorable pricing of $8.4 million, or 7.2%, and unfavorable mix of $3.1 million, or 2.7%, partially offset by productivity gains of $17.9 million, or 15.4%. 27 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CORPORATE (in millions) For the year ended December 31, 2024 2023 2022 Corporate expense $ 70.5 $ 72.3 $ 33.1 Corporate expense decreased by $1.8 million, or 2.5%, in 2024 compared with 2023, primarily related to lower transaction related expenses.
The dilutive impact of acquisitions of $15.0 million, or 13.5%, was offset by the impact of higher volumes. 28 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CORPORATE (in millions) For the year ended December 31, 2025 2024 2023 Corporate expenses $ 72.3 $ 70.5 $ 72.3 Corporate expenses increased by $1.8 million, or 2.6%, in 2025 compared with 2024, primarily related to higher compensation and benefit costs.
Cost of sales increased by $1.0 million, or 0.2%, to $440.4 million in 2024, as lower material and other manufacturing costs, the impact of lower sales volumes and productivity gains were more than offset by unfavorable mix.
Cost of sales decreased by $8.1 million, or 1.8%, to $432.3 million in 2025, driven by the impact of lower sales volumes and productivity gains, partially offset by unfavorable mix, higher material and other manufacturing costs and unfavorable foreign currency translation.
Estimates of contract costs include labor hours and rates, and material costs. These estimates consider historical performance, the complexity of the work to be performed, the estimated time to complete the project, and other economic factors such as inflation and market rates.
These estimates consider historical performance, the complexity of the work to be performed, the estimated time to complete the project, and other economic factors such as inflation and market rates. We update our estimates on a periodic basis and any revisions to such estimates are recorded in earnings in the period in which they are determined.
Cost of sales increased by $84.5 million, or 11.5%, to $821.7 million in 2024. The increase was driven primarily by the impact of the OpSec acquisition of $66.1 million, or 9.0%, and unfavorable mix, partially offset by productivity gains net of inflation and the impact of lower volumes in CPI.
Cost of sales increased by $131.2 million, or 16.0%, to $952.9 million in 2025. The increase was driven primarily by the impact of acquisitions in SAT, higher material and other manufacturing costs, unfavorable mix and unfavorable foreign currency translation, partially offset by productivity gains and the impact of lower volumes in CPI.
In 2024, equity increased $100.9 million as a result of net income attributable to common shareholders of $184.1 million, and the impact of equity-based awards and related settlement activities of $7.4 million.
In 2025, equity increased $185.0 million as a result of net income attributable to common shareholders of $145.1 million, the impact of equity-based awards and related settlement activities of $9.8 million, currency translation adjustment of $72.2 million, and changes in pension and postretirement plan assets and benefit obligations, net of tax of $0.5 million.
Our indebtedness as of December 31, 2024 was as follows: $210.0 million related to the Revolving Facility; $198.7 million of 6.55% notes due 2036; and $346.8 million of 4.20% notes due 2048. See Item 8 under Note 14, “Financing,” in the Notes to Consolidated and Combined Financial Statements for details regarding our financing arrangements.
Our indebtedness as of December 31, 2025 was as follows: $126.0 million related to the Revolving Facility; $198.8 million of 6.55% notes due 2036; $346.9 million of 4.20% notes due 2048; and $481.2 million related to the term loan borrowings.
Under this method, we measure progress by comparing costs incurred to date to the total estimated costs to provide the performance obligation. This method effectively reflects our progress toward completion, as this methodology includes any work-in-process amounts as part of the measure of progress.
This method effectively reflects our progress toward completion, as this methodology includes any work-in-process amounts as part of the measure of progress. Costs incurred represent work performed, which corresponds with, and thereby depicts, the transfer of control to the customer. Total revenue recognized and cost estimates are updated monthly.
De La Rue Authentication Solutions will be included within the Security and Authentication Technologies segment upon close. This section of this Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
This section of this Form 10-K generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024.
As of December 31, 2024, the term of the Transition Services Agreement has expired. 22 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Recent Transactions Credit Facilities 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”), funding under which became available in connection with the Separation.
As of December 31, 2024, the term of the Transition Services Agreement has expired. 22 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Recent Transactions Credit Facilities On December 15, 2025, in connection with the closing of the first phase of the Antares Vision acquisition, we amended our Credit Agreement to provide for a €430 million senior secured delayed draw term loan facility (the “Term Loan B”) with a maturity date of December 15, 2032.
Higher net proceeds from the Revolving Facility were offset by higher net repayments on the Term Facility in 2024. 29 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Financing Arrangements Total debt was $750.6 million and $644.9 million as of December 31, 2024, and 2023, respectively.
The increase was primarily attributable to proceeds from term loan borrowings in 2025 to fund the De La Rue and Antares Vision acquisitions, partially offset by higher repayments on the Revolving Facility. Financing Arrangements Total debt was $1,139.5 million and $750.6 million as of December 31, 2025, and 2024, respectively.
Costs incurred represent work performed, which corresponds with, and thereby depicts, the transfer of control to the customer. Total revenue recognized and cost estimates are updated monthly. In 2024, the Company recognized approximately $208 million in revenue over time related to products. These estimates are subject to uncertainties and require judgment.
In 2025, the Company recognized approximately $225 million in revenue over time related to products. These estimates are subject to uncertainties and require judgment. Estimates of contract costs include labor hours and rates, and material costs.
Selling, general and administrative expense increased by $0.2 million, or 0.1%, to $204.4 million in 2024, primarily due to higher restructuring charges, partially offset by the impact of cost saving actions, and favorable foreign currency translation. Operating profit decreased by $14.4 million, or 5.9%, to $228.4 million in 2024.
Operating profit decreased by $13.5 million, or 12.2%, to $97.4 million in 2025, primarily due to higher material and other manufacturing costs net of favorable pricing of $31.2 million, or 28.1%, higher restructuring charges of $12.1 million, or 10.9%, partially offset by productivity gains and cost saving actions of $26.7 million, or 24.0%.
Cost of sales increased by $83.5 million, or 28.0%, to $381.3 million in 2024, primarily due to the impact of the OpSec acquisition of $66.1 million, or 22.2%, higher material and other manufacturing costs, the impact of higher volumes, and unfavorable mix, partially offset by productivity gains.
Cost of sales increased by $139.3 million, or 36.5%, to $520.6 million in 2025, primarily due to the impact of the SAT acquisitions of $79.4M million, or 20.8%, acquisition related amortization and fair value step-up, higher material and other manufacturing costs, and unfavorable foreign currency translation, partially offset by productivity gains.
Selling, general and administrative expenses increased by $19.4 million, or 5.3%, to $386.2 million in 2024. The increase was driven primarily by the impact of the OpSec acquisition of $29.7 million, or 8.1%, partially offset by cost saving actions. Operating profit decreased by $18.0 million, or 6.3%, to $268.8 million in 2024.
Selling, general and administrative expenses increased by $54.1 million, or 14.0%, to $440.3 million in 2025. The increase was driven primarily by the SAT acquisitions of $45.3 million, or 11.7% and unfavorable foreign currency transaction. Operating profit decreased by $22.1 million, or 8.2%, to $246.7 million in 2025.
Selling, general and administrative expense increased by $30.6 million, or 33.7%, to $121.4 million in 2024, primarily due to the impact of the OpSec acquisition of $29.7 million, or 32.7%.
Selling, general and administrative expense increased by $70.7 million, or 58.2%, to $192.1 million in 2025, primarily due to the impact of acquisitions and restructuring charges associated with the integration of the De La Rue and OpSec businesses.
The impact of the adoption of Pillar 2 in 2024 was approximately $2.8 million. See "Application of Critical Accounting Policies" included later in this Item 7 for additional information about our provision for income taxes.
On January 5, 2026, the US Treasury Department and OECD have agreed in principle to adopt a side-by-side tax system that will exempt US parented companies from Pillar 2 taxes starting in 2026. See "Application of Critical Accounting Policies" included later in this Item 7 for additional information about our provision for income taxes.
OVERALL 2024 compared with 2023 Sales increased by $95.5 million, or 6.9%, to $1,486.8 million in 2024. The change in sales included: sales benefit from the OpSec acquisition of $86.0 million, or 6.2%, core sales growth of $15.7 million, or 1.1%, driven primarily by the Currency business, and unfavorable foreign currency translation of $6.2 million, or 0.4%.
The change in sales included: Sales benefit from the De La Rue and OpSec acquisitions of $133.0 million, or 8.9%, Core sales growth of $10.1 million, or 0.7%, driven primarily by the Currency business, partially offset by lower volumes in CPI. Favorable foreign currency translation of $26.8 million, or 1.8%, driven primarily by the strengthening of the euro, Swedish krona, British pound and Japanese yen against the U.S. dollar.
Operating Activities Cash provided by operating activities was $214.1 million in 2024, compared with $276.3 million in 2023. The decrease in cash provided by operating activities was primarily driven by the timing of shipments which impacted working capital. Investing Activities Cash used for investing activities primarily consists of cash used for capital expenditures and acquisitions.
Please see Item 8 under Note 14, “Financing” in the Consolidated and Combined Financial Statements for additional details. Operating Activities Cash provided by operating activities was $241.5 million in 2025, compared with $214.1 million in 2024. The increase in cash provided by operating activities was primarily driven by improved working capital management.
When a contract with the U.S. government contains clauses indicating that the U.S. government owns any work-in-progress as the contracted product is being built, revenue is recognized over time. The measure of progress applied by us is the cost-to-cost method as this provides the most faithful depiction of the pattern of transfer of control.
The measure of progress applied by us is the cost-to-cost method as this provides the most faithful depiction of the pattern of transfer of control. Under this method, we measure progress by comparing costs incurred to date to the total estimated costs to provide the performance obligation.
The transaction is expected to close in the second quarter of 2025, subject to customary closing conditions. Transaction costs incurred for the year ended December 31, 2024, were $6.5 million. De La Rue Authentication Solutions is a leading global provider of digital and physical security and authentication technologies to governments and brands.
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. De La Rue was combined with OpSec Security to form “Crane Authentication” within the Security and Authentication Technologies segment upon close.
Removed
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 of 300 million British pounds to be used as part of the funding for the De La Rue Authentication Solutions acquisition discussed below.
Added
On December 16, 2025, we drew €112.1 million, or $131.7 million, of the Term Loan B. The remaining Term Loan B will be used to fund the remaining phases of the Antares Vision acquisition.
Removed
On March 17, 2023, we also entered into a $350 million, 3-year term loan facility (the “Term Facility”), funding under which became available in connection with the Separation. On December 9, 2024, proceeds from the Revolving Facility were used to repay the outstanding Term Facility.
Added
In addition, the amended credit agreement provides for maturity extensions on our existing Term Loan A and Revolving Facility to December 15, 2030 and increased the Revolving Facility to $800 million. For the year ended December 31, 2025, we drew $406.5 million and repaid $490.5 million on our Revolving Facility to fund working capital requirements.
Removed
OpSec Acquisition 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. We utilized $210.0 million from our Revolving Facility and cash on hand to fund the acquisition.
Added
We also drew £300.0 million, or $400.4 million, on the Term Loan A to fund the DLR acquisition and repaid $40.9 million.
Removed
OpSec is a global leader in brand protection and authentication solutions, serving the world’s most recognized brands, as well as government agencies and financial insti tutions. 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.
Added
In the fourth quarter of 2025 we designated our euro‑denominated 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.
Removed
The integration of OpSec into our SAT segment is on track. De La Rue Authentication Solutions Acquisition 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 in cash, subject to customary adjustments.
Added
We recorded $0.2 million gain in Currency Translation Adjustment (“CTA”), a component of Accumulated Other Comprehensive Income (“AOCI”), for the year ended December 31, 2025. Antares Vision Acquisition 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”).
Removed
The decrease was primarily driven by the CPI segment due to unfavorable mix, lower volumes and restructuring charges, partially offset by favorable pricing, lower material and other manufacturing costs, and cost saving actions.
Added
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, Crane NXT launched a mandatory tender offer under applicable Italian law to acquire the remaining publicly traded shares at the same per-share price.
Removed
In the SAT segment, the decrease in operating profit was driven by the dilutive impact of the OpSec acquisition and higher material and other manufacturing costs, partially offset by favorable pricing in the Currency business.
Added
Upon completion of the mandatory tender offer Crane NXT will implement steps aimed at delisting Antares Vision and acquire the remaining stake owned by Regolo S.p.A. As a result of the transaction, Antares Vision will become a subsidiary of Crane NXT. We expect the final phase of the transaction to be completed in 2026.
Removed
Related party interest expense decreased by $2.5 million, or 100%, in 2024 compared with 2023 as related party interest expense was only incurred in the period prior to the Separation.
Added
The acquisition is funded through the Term Loan B (as described in Note 14, “Financing”). Antares Vision is a global provider of inspection and detection systems that ensure product safety and quality control, as well as track and trace software solutions that help prevent counterfeiting and provides visibility of products throughout the supply chain.
Removed
At any given time, and from time to time, we may be evaluating one or more of these opportunities, although we cannot assure you if or when we will consummate any such transactions.
Added
The acquisition advances our strategy and expands the Company’s portfolio in growing end markets, including Life Sciences and Food and Beverage. DLR Acquisition On May 1, 2025, we acquired De La Rue Authentication Solutions (“DLR”) for a base purchase price of £300 million. We utilized the Term Loan A to fund the acquisition.
Removed
We had net proceeds of $210 million from the Revolving Facility as of December 31, 2024. As of December 31, 2024, we repaid in full the outstanding $105.0 million debt on the Term Facility. Please see Item 8 under Note 14, “Financing” in the Consolidated and Combined Financial Statements for additional details.
Added
Restructuring In 2025 we initiated restructuring actions as follows: • We recorded $12.1 million of restructuring expense in the SAT segment, predominantly related to severance charges, associated with the integration of the DLR and OpSec businesses. Certain remaining actions, including completion of facility‑related exit activities are expected to continue into 2026.
Removed
The increase in cash provided by financing activities was primarily driven by the redemption of senior notes in 2023.
Added
Total program costs are expected to be in the range of $15 million to $17 million. • We recorded $4.7 million of restructuring expense in the CPI segment, predominantly related to severance charges.
Removed
These include payments under our short-term and long-term debt agreements and rent payments required under operating lease agreements.
Added
We continue to evaluate and align CPI’s cost structure with existing economic conditions which could result in additional actions. 23 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Trade Policies and Regulations We continue to monitor developments in global trade policies and tariff regulations.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeTotal debt outstanding was $750.6 million as of December 31, 2024, which was at fixed rates of interest ranging from 4.20% to 6.55% and variable rates of interest of: (a) an 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 (b) a base rate plus a m argin ranging from 0.50% to 1.25%, in each case, with such margin determined based on the lower of the ratings of our senior, unsecured long-term debt (the “Ratings”) and our total net leverage ratio.
Biggest changeTotal debt outstanding was $1,139.5 million as of December 31, 2025, which was at fixed rates of interest ranging from 4.20% to 6.55% and variable rates of interest of: (a) an 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% on the Revolving Facility, or (b) a base rate plus a margin ranging from 0.50% to 1.25%, in each case, with such margin determined based on the lower of the ratings issued by Moody’s and S&P of senior, unsecured long-term debt (the “Ratings”) and our total net leverage ratio, and (c) an adjusted term Sterling Overnight Index Average (SONIA) plus a credit spread adjustment of 0.10% for that applicable interest period plus a margin of 1.50% to 2.25% under Term Loan A, and (d) a Euro Interbank offered Rate (EURIBOR) plus a credit spread of 2.75% under Term Loan B.
This calculation assumes that all currencies change in the same direction and proportion relative to the U.S. dollar and there are no indirect effects, such as changes in non-U.S. dollar sales volumes or prices. 35
This calculation assumes that all currencies change in the same direction and proportion relative to the U.S. dollar and there are no indirect effects, such as changes in non-U.S. dollar sales volumes or prices.
As of December 31, 2024, a hypothetical 1% increase in prevailing interest rates would increase our 2024 interest expense by approximately $2.1 million. Based on a sensitivity analysis as of December 31, 2024, a 10% change in the foreign currency exchange rates for the year ended December 31, 2024 would have impacted our net earnings by approximately $10.3 million, due primarily to the euro, Japanese yen, and British pound.
As of December 31, 2025, a hypothetical 1% increase in prevailing interest rates would increase our 2025 interest expense by approximately $6.2 million. Based on a sensitivity analysis as of December 31, 2025, a 10% change in the foreign currency exchange rates for the year ended December 31, 2025 would have impacted our net earnings by approximately $7.4 million, due primarily to the euro, Japanese yen, British pound and Swedish krona.
The following is an analysis of the potential changes in interest rates and currency exchange rates based upon sensitivity analysis that models effects of shifts in rates. These are not forecasts. 72% of our year-end portfolio is comprised of fixed-rate debt; therefore, the effect of a market change in interest rates would not be significant.
The following is an analysis of the potential changes in interest rates and currency exchange rates based upon sensitivity analysis that models effects of shifts in rates. These are not forecasts. 47% of our year-end portfolio is comprised of fixed-rate debt, while the remaining 53% is variable-rate debt and therefore subject to market change in interest rates.
Added
To help mitigate foreign currency translation risk on our international operations, in the fourth quarter of 2025 we designated our euro‑denominated Term Loan B as a net investment hedge of certain foreign subsidiaries.
Added
This strategy aligns a portion of our debt with the currency of our international investments so that changes in exchange rates affect the debt and the underlying net investment in offsetting directions. As a result, the currency‑related impact of this hedge is recorded in CTA, a component of AOCI, rather than in earnings.
Added
This reduces period‑to‑period volatility in our results that would otherwise arise from movements in foreign exchange rates, while providing a more stable reflection of the underlying economic exposure of our international holdings. 36

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