Form 8-K

8-K — Crane NXT, Co.

Accession: 0000025445-26-000015

Filed: 2026-05-06

Period: 2026-05-06

CIK: 0000025445

SIC: 3490 (MISCELLANEOUS FABRICATED METAL PRODUCTS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — cxt-20260506.htm (Primary)

EX-99.1 (exhibit991-pressreleasexq1.htm)

GRAPHIC (imagea.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: cxt-20260506.htm · Sequence: 1

cxt-20260506

0000025445False00000254452026-05-062026-05-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 6, 2026

CRANE NXT, CO.

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)

Delaware

1-1657

88-0706021

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

950 Winter Street 4th Floor North

Waltham

02451

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: 781-755-6868

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered

Common Stock, par value $1.00 CXT New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

SECTION 2 – FINANCIAL INFORMATION

Item 2.02 Results of Operations and Financial Condition.

On May 6, 2026, Crane NXT, Co. (the “Company”) announced its results of operations for the quarter ended March 31, 2026. The related press release and quarterly financial data supplement is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished under Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description of Exhibit

99.1

Earnings Press Release dated May 6, 2026 and Crane NXT, Co. Quarterly Financial Data Supplement for the quarter ended March 31, 2026.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CRANE NXT, CO.

May 6, 2026

By: /s/ Christina Cristiano

Christina Cristiano

Senior Vice President and

Chief Financial Officer

EX-99.1

Filename: exhibit991-pressreleasexq1.htm · Sequence: 2

Document

Exhibit 99.1

Contact:

Matt Roache

Vice President, Investor Relations

+1-781-864-4730

matthew.roache@cranenxt.com

Crane NXT Reports First Quarter 2026 Results

Completes Acquisition of Antares Vision, a Global Leader in Inspection, Detection, and Track & Trace Technologies

Delivers Organic Sales Growth of 6%; Maintains Full Year EPS Guidance of $4.10 to $4.40

WALTHAM, MASS - May 6, 2026 - Crane NXT, Co. (NYSE: CXT) ("Crane NXT" or the "Company"), a global leader in authentication and traceability technologies, today announced its financial results for the first quarter ended March 31, 2026.

First Quarter 2026 and Recent Highlights

•Completed the acquisition of Antares Vision on March 31, 2026 for approximately €362 million in cash.

•Sales of $388 million, up 17% year-over-year; organic sales growth of 6%, in-line with the Company's expectations.

•GAAP earnings per diluted share (EPS) of $0.11, and Adjusted EPS of $0.60.

•The Company is increasing its 2026 full year sales guidance to a range of 15% to 17% inclusive of Antares Vision and maintaining full year Adjusted EPS guidance in the range of $4.10 to $4.40. Please see the "Full Year 2026 Guidance" section in this press release for more details.

Aaron W. Saak, Crane NXT's President and Chief Executive Officer, stated: "In the first quarter, we delivered on our value creation priorities, accelerating organic growth and building on our leadership positions. With the Antares Vision acquisition complete, our portfolio is increasingly integrated and aligned to growing markets with sustainable tailwinds."

Mr. Saak continued: “Our first quarter results continue to show progress in the evolution of Crane NXT, with approximately 6% organic sales growth and adjusted EPS of $0.60. We have meaningfully expanded our capabilities as a global leader in authentication and traceability technologies and are well positioned to deliver long-term value for shareholders.”

Summary of First Quarter 2026 Results

Three Months Ended March 31, Change

(dollars in millions) 2026 2025 $ %

Net sales (GAAP) $ 387.7 $ 330.3 $ 57.4 17.4 %

Organic sales $ 18.3 5.6 %

Net income (GAAP) $ 6.4 $ 21.7 $ (15.3) (70.5) %

Net income margin (GAAP) 1.7 % 6.6 % (490bps)

Adjusted EBITDA $ 74.7 $ 61.1 $ 13.6 22.3 %

Adjusted EBITDA margin 19.3 % 18.5 % 80bps

First quarter 2026 net income attributable to common shareholders was $6.4 million, or $0.11 per share. Net income margin was 1.7%. Strong demand in the Currency business and the sales benefit from acquisitions were offset by the impact of lower volumes in CPI and acquisition related expenses. Adjusted EPS for the quarter was $0.60 which excludes acquisition related expenses and restructuring actions. First quarter 2026 Adjusted EBITDA margin was 19.3%.

Summary of First Quarter 2026 Segment Financial Results

Security and Authentication Technologies ("SAT")

Three Months Ended March 31, Change

(dollars in millions) 2026 2025 $ %

Net sales (GAAP) $ 192.8 $ 127.4 $ 65.4 51.3 %

Organic sales $ 28.6 22.4 %

Operating profit (GAAP) $ 15.1 $ 2.4 $ 12.7 NM

Operating profit margin (GAAP) 7.8 % 1.9 % 590bps

Adjusted EBITDA $ 38.6 $ 17.7 $ 20.9 118.1 %

Adjusted EBITDA margin 20.0 % 13.9 % 610bps

Detection and Traceability Technologies ("DTT")

Three Months Ended March 31, Change

(dollars in millions) 2026 2025 $ %

Net sales (GAAP) $ 194.9 $ 202.9 $ (8.0) (4.0) %

Organic sales $ (10.3) (5.1) %

Operating profit (GAAP) $ 31.4 $ 49.7 $ (18.3) (36.8) %

Operating profit margin (GAAP) 16.1 % 24.5 % (840bps)

Adjusted EBITDA $ 51.8 $ 57.2 $ (5.4) (9.4) %

Adjusted EBITDA margin 26.6 % 28.2 % (160bps)

Totals may not sum due to rounding

Please see the Non-GAAP Financial Measures tables in this release

Full Year 2026 Guidance

The Company is updating its initial full year guidance provided on February 11, 2026 to reflect the acquisition of Antares Vision.

Full Year 2026 Guidance Details

(dollars in millions, except per share data) Initial Guidance Updated Guidance

Crane NXT Sales Growth +4% to +6% +15% to +17%

SAT Segment Sales Growth ~HSD ~HSD

DTT Segment Sales Growth ~Flat Low 20's %

Adjusted Segment EBITDA Margin ~28% ~27%

Adjusted EBITDA Margin ~25% ~24%

Adjusted EPS $4.10 to $4.40 $4.10 to $4.40

Other items:

Corporate Expense ~$58 ~$58

Non-Operating Expense, Net ~$60 ~$85

Adjusted Tax Rate ~21.5% ~21.5%

Adjusted Free Cash Flow Conversion ~90% to ~110% ~90% to ~110%

Diluted Shares ~58 million ~58 million

Please see the Non-GAAP Financial Measures definitions in this release

Second Quarter 2026 Dividend

Crane NXT announced its quarterly dividend of $0.18 per share for the second quarter of 2026. The dividend is payable on June 10, 2026, to shareholders of record as of May 31, 2026.

Conference Call

Crane NXT scheduled a conference call to discuss the first quarter financial results on Thursday, May 7, 2026, at 10:00 A.M. (Eastern). Interested parties may listen to a live webcast of the conference call by visiting the Events section of the Investor Relations section of the Company’s website. For those wishing to participate in the Q&A session of the call, please visit the Investors section of Crane NXT's website at www.cranenxt.com to pre-register. Pre-registration may be completed at any time up to the call start time. An accompanying slide presentation and a replay of the live event will also be available on the Company’s website.

About Crane NXT, Co.

Crane NXT is a global leader in authentication and traceability technologies that secure, detect, and authenticate what matters most to its customers. Through its two market-leading business segments, Security & Authentication Technologies and Detection & Traceability Technologies, Crane NXT provides innovative solutions that prevent the counterfeiting of products and identities and ensure the quality, authenticity, and traceability of products across the supply chain. Crane NXT’s approximately 6,000 employees help its customers protect their most important assets and ensure secure, seamless transactions around the world every day. For more information, visit www.cranenxt.com.

Forward-Looking Statements Disclaimer

This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include all statements that are not historical statements of fact and those regarding the Company's intent, belief, or expectations.

Words such as “anticipate(s),” “expect(s),” “intend(s),” “believe(s),” “plan(s),” “may,” “will,” “would,” “could,” “should,” “seek(s),” and similar expressions, or the negative of these terms, are intended to identify such forward-looking statements. These statements are based on management’s current expectations and beliefs and are subject to a number of risks and uncertainties that could lead to actual results differing materially from those projected, forecasted or expected. The Company assumes no (and disclaims any) obligation to revise or update these statements to reflect future events or circumstances. Although the Company believes that the assumptions underlying the forward-looking statements are reasonable, it can give no assurance that its expectations will be attained. The Company cautions investors not to place undue reliance on any such forward-looking statements.

Risks and uncertainties that could cause actual results to differ materially from the Company's expectations include, but are not limited to: the impact of tariffs and other trade measures; changes in global economic conditions (including inflationary pressures) and geopolitical risks, including macroeconomic fluctuations; demand for its products, which is variable and subject to factors beyond its control; risks associated with conducting a substantial portion of its business outside the U.S., including the risk of tariffs and other trade measures by the U.S. and other countries; information systems and technology networks failures, breaches in data security, theft of personally identifiable and other information, and non-compliance with its contractual or other legal obligations regarding such information; being unable to identify or complete acquisitions, or to successfully integrate the businesses the Company acquires; fluctuation in the prices of, or disruption in its ability to source, components and raw materials, and delays in the distribution of its products; loss of personnel or being able to hire and retain additional personnel needed to sustain and grow its business as planned; being unable to successfully develop and introduce new products, which would limit its ability to grow and maintain its competitive position; governmental regulations and failure to comply with those regulations; the ability to protect its intellectual property; risks from litigation, claims and investigations, including those related to product liability and warranties, and employee, commercial, intellectual property and environmental matters; risks related to its ability to improve productivity, reduce costs and align manufacturing capacity with customer demand; significant competition in the Company's markets; additional tax expenses or exposures; adverse impacts from intangible asset impairment charges; inadequate or ineffective internal controls; and risks related to the Separation, 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.

Readers should carefully review Crane NXT, Co.’s financial statements and the notes thereto, as well as the section entitled “Risk Factors” in Item 1A of Crane NXT, Co.’s Annual Report on Form 10-K for the year ended December 31, 2025 and the other documents Crane NXT, Co. and its subsidiaries file from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.

CRANE NXT, CO. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations Data

(unaudited, in millions, except per share data)

Three Months Ended March 31,

2026 2025

Net sales:

Security and Authentication Technologies $ 192.8 $ 127.4

Detection and Traceability Technologies 194.9 202.9

Total net sales $ 387.7 $ 330.3

Operating profit (loss):

Security and Authentication Technologies 15.1 $ 2.4

Detection and Traceability Technologies 31.4 49.7

Corporate (24.3) (14.8)

Total operating profit $ 22.2 $ 37.3

Interest expense (17.8) (11.5)

Equity investment income 4.7 0.1

Miscellaneous income, net 0.1 2.2

Income before income taxes 9.2 28.1

Provision for income taxes 2.4 6.4

Net income before allocation to noncontrolling interest 6.8 21.7

Less: Noncontrolling interest in subsidiaries’ earnings 0.4 —

Net income attributable to common shareholders $ 6.4 $ 21.7

Earnings per diluted share $ 0.11 $ 0.38

Average diluted shares outstanding 58.0 57.9

Average basic shares outstanding 57.5 57.3

Supplemental data:

Cost of sales $ 231.8 $ 190.1

Selling, general and administrative 130.6 102.9

Restructuring charges 3.1 —

CRANE NXT, CO. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(unaudited, in millions)

March 31,

2026 December 31,

2025

Assets

Current assets:

Cash and cash equivalents $ 228.3 $ 233.8

Accounts receivable, net 420.0 351.8

U.S. and foreign taxes on income 14.1 12.7

Inventories, net 260.5 169.5

Other current assets 91.2 85.1

Total current assets 1,014.1 852.9

Property, plant and equipment, net 321.2 303.8

Long-term deferred tax assets 11.6 2.5

Investment in equity affiliates and join ventures 8.1 139.4

Other assets 97.9 96.6

Intangible assets, net 789.3 557.2

Goodwill 1,398.2 1,164.0

Total assets $ 3,640.4 $ 3,116.4

Liabilities and equity

Current liabilities:

Short-term borrowings $ 249.5 $ 135.1

Accounts payable 130.8 132.3

Accrued liabilities 358.1 273.0

U.S. and foreign taxes on income 24.3 28.7

Total current liabilities 762.7 569.1

Long-term debt 1,259.4 1,004.4

Accrued pension and postretirement benefits 27.8 19.1

Long-term deferred tax liability 212.3 151.0

Other liabilities 119.6 116.0

Redeemable noncontrolling interest 21.1 6.9

Total equity 1,237.5 1,249.9

Total liabilities, redeemable noncontrolling interest, and equity $ 3,640.4 $ 3,116.4

CRANE NXT, CO. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(unaudited, in millions)

Three Months Ended March 31,

2026 2025

Operating activities:

Net income before allocation to noncontrolling interest $ 6.8 $ 21.7

Adjustments to reconcile net income to net cash flows provided by operating activities:

Depreciation and amortization 29.7 21.6

Stock-based compensation expense 14.8 2.9

Income from equity investments (4.7) (0.1)

Deferred income taxes (1.9) (0.5)

Cash used for operating working capital (51.3) (61.4)

Other (7.4) (3.3)

Total used for operating activities $ (14.0) $ (19.1)

Investing activities:

Proceeds from disposition of assets 4.6 —

Payment for acquisitions, net of cash acquired (225.4) —

Capital expenditures (10.1) (13.1)

Settlement of forward contracts (0.3) (0.5)

Total used for investing activities $ (231.2) $ (13.6)

Financing activities:

Dividends paid (10.3) (9.7)

Proceeds from stock options exercised — 0.6

Payment of tax withholding on equity awards vested (2.8) (5.6)

Debt issuance costs (1.6) (0.8)

Proceeds from revolving credit facility 30.0 106.0

Repayments of revolving credit facility (30.0) (52.5)

Proceeds from term loan 366.9 —

Repayment of term loan (112.4) —

Total provided by financing activities $ 239.8 $ 38.0

Effect of exchange rates on cash, cash equivalents and restricted cash (1.8) 6.7

(Decrease) increase in cash, cash equivalents and restricted cash (7.2) 12.0

Cash, cash equivalents and restricted cash at beginning of period 246.2 173.4

Cash, cash equivalents and restricted cash at end of period $ 239.0 $ 185.4

CRANE NXT, CO. AND SUBSIDIARIES

Order Backlog

(unaudited, in millions)

March 31,

2026 December 31,

2025 September 30,

2025 June 30,

2025 March 31, 2025

Security and Authentication Technologies $ 428.5 $ 379.4 $ 447.6 $ 447.2 $ 401.2

Detection and Traceability Technologies1

$ 220.8 $ 113.4 $ 109.4 $ 144.4 $ 146.6

Total backlog $ 649.3 $ 492.8 $ 557.0 $ 591.6 $ 547.8

1 Includes $98.9 million of backlog as of March 31, 2026, pertaining to the Antares Vision business acquired in March 2026.

CRANE NXT, CO. AND SUBSIDIARIES

Sales Growth

(unaudited, in millions)

Three Months Ended March 31, Change

(dollars in millions) 2026 2025 $ %

Total Crane NXT Net Sales $ 387.7 $ 330.3 $ 57.4 17.4 %

Organic sales 18.3 5.6 %

Acquisitions 26.5 8.0 %

Foreign exchange 12.6 3.8 %

Security and Authentication Technologies Net Sales

$ 192.8 $ 127.4 $ 65.4 51.3 %

Organic sales 28.6 22.4 %

Acquisitions 26.5 20.8 %

Foreign exchange 10.3 8.1 %

Detection and Traceability Technologies Net Sales $ 194.9 $ 202.9 $ (8.0) (4.0) %

Organic sales (10.3) (5.1) %

Foreign exchange 2.3 1.1 %

CRANE NXT, CO. AND SUBSIDIARIES

Non-GAAP Financial Measures

(unaudited, in millions, except per share data)

Three Months Ended March 31,

2026 2025

$ Per Share $ Per Share

Net sales (GAAP) $ 387.7 $ 330.3

Operating profit (GAAP) $ 22.2 $ 37.3

Operating profit margin (GAAP) 5.7 % 11.3 %

Adjusted Net Income and Adjusted Net Income per Share*

Net income attributable to common shareholders (GAAP) $ 6.4 $ 0.11 $ 21.7 $ 0.38

Acquired intangible asset amortization 15.7 0.27 11.0 0.19

Restructuring and related costs 3.4 0.06 — —

Transaction related expenses 10.3 0.18 0.7 0.01

Acquisition related adjustments 6.5 0.11 0.3 0.01

Tax adjustments (7.6) (0.13) (2.4) (0.04)

Adjusted net income (Non-GAAP) $ 34.7 $ 0.60 $ 31.3 $ 0.54

Adjusted EBITDA and Adjusted EBITDA margin*

Net income attributable to common shareholders (GAAP) $ 6.4 $ 21.7

Net income margin (GAAP) 1.7 % 6.6 %

Adjustments to net income attributable to common shareholders

Income tax expense 2.4 6.4

Intangible asset amortization 16.2 11.3

Interest expense, net 17.6 11.3

Depreciation 11.9 9.4

Transaction related expenses 10.3 0.7

Acquisition related adjustments 6.5 0.3

Restructuring and related costs 3.4 —

Adjusted EBITDA (Non-GAAP) $ 74.7 $ 61.1

Adjusted EBITDA Margin (Non-GAAP) 19.3 % 18.5 %

Totals may not sum due to rounding

*Please see the Non-GAAP Financial Measures definitions in this release

CRANE NXT, CO. AND SUBSIDIARIES

Non-GAAP Financial Measures by Segment

(unaudited, in millions)

Three Months Ended March 31, 2026 SAT DTT Total Segment Corporate Total Company

Net sales $ 192.8 $ 194.9 $ 387.7 $ — $ 387.7

Operating profit (loss) (GAAP) $ 15.1 $ 31.4 $ 46.5 $ (24.3) $ 22.2

Operating profit margin (GAAP) 7.8 % 16.1 % 12.0 % 5.7 %

Special items impacting operating profit:

Acquired intangible asset amortization 10.4 5.3 15.7 — 15.7

Restructuring and related costs 2.5 0.9 3.4 — 3.4

Acquisition related adjustments 0.3 10.7 11.0 — 11.0

Transaction related expenses 0.4 1.1 1.5 8.5 10.0

Adjusted operating profit (loss) (non-GAAP)* $ 28.7 $ 49.4 $ 78.1 $ (15.8) $ 62.3

Adjusted operating profit margin (non-GAAP)* 14.9 % 25.3 % 20.1 % 16.1 %

Depreciation 9.9 1.9 11.8 0.1 11.9

Non-operating income — 0.5 0.5 — 0.5

Adjusted EBITDA (non-GAAP)* $ 38.6 $ 51.8 $ 90.4 $ (15.7) $ 74.7

Adjusted EBITDA margin (non-GAAP)* 20.0 % 26.6 % 23.3 % 19.3 %

Three Months Ended March 31, 2025 SAT DTT Total Segment Corporate Total Company

Net sales (GAAP) $ 127.4 $ 202.9 $ 330.3 $ — $ 330.3

Operating profit (loss) (GAAP) $ 2.4 $ 49.7 $ 52.1 $ (14.8) $ 37.3

Operating profit margin (GAAP) 1.9 % 24.5 % 15.8 % 11.3 %

Special items impacting operating profit:

Acquired intangible asset amortization 5.7 5.3 11.0 — 11.0

Acquisition related adjustments 0.3 — 0.3 — 0.3

Transaction related expenses — — — 0.7 0.7

Adjusted operating profit (loss) (non-GAAP)* $ 8.4 $ 55.0 $ 63.4 $ (14.1) $ 49.3

Adjusted operating profit margin (non-GAAP)* 6.6 % 27.1 % 19.2 % 14.9 %

Depreciation 7.6 1.8 9.4 — 9.4

Non-operating income 1.7 $ 0.4 2.1 $ 0.3 2.4

Adjusted EBITDA (non-GAAP)* $ 17.7 $ 57.2 $ 74.9 $ (13.8) $ 61.1

Adjusted EBITDA margin (non-GAAP)* 13.9 % 28.2 % 22.7 % 18.5 %

*Please see the Non-GAAP Financial Measures tables in this release.

CRANE NXT, CO. AND SUBSIDIARIES

Free Cash Flow and Adjusted Free Cash Flow

(unaudited, in millions)

Three Months Ended March 31,

Cash Flow Items 2026 2025

Cash used for operating activities (GAAP) $ (14.0) $ (19.1)

Less: Capital expenditures (10.1) (13.1)

Free cash flow $ (24.1) $ (32.2)

Transaction related expenses1

5.2 1.7

Adjusted free cash flow (non-GAAP) $ (18.9) $ (30.5)

Adjusted net income (non-GAAP)* $ 34.7 $ 31.3

Adjusted free cash flow conversion (non-GAAP) (54.5) % (97.4) %

1 Represents cash paid for transaction related expenses.

*Please see the Non-GAAP Financial Measures tables in this release.

Net Leverage Ratio

(unaudited, in millions, except net leverage ratio)

March 31, 2026

Total debt (excluding deferred financing costs of $30.9 million)

$ 1,539.8

Less: Cash and cash equivalents (228.3)

Net debt $ 1,311.5

TTM Adjusted EBITDA (non-GAAP)* $ 448.9

Net leverage ratio 2.9

*The TTM Adjusted EBITDA includes Antares Vision for periods prior to the acquisition on March 31, 2026. Please refer to the Non-GAAP Financial Measures tables in prior quarter releases and in this release.

Crane NXT reports its financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). This press release includes certain non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EPS, free cash flow, and Adjusted free cash flow, that are not prepared in accordance with GAAP. These non-GAAP measures are an addition, and not a substitute for or superior, to measures of financial performance prepared in accordance with GAAP and should not be considered as an alternative to operating income, net income or any other performance measures derived in accordance with GAAP. The Company's management believes that these non-GAAP measures of financial results (including on a forward-looking or projected basis) provide useful supplemental information to investors about Crane NXT. However, there are a number of limitations related to the use of these non-GAAP measures and their nearest GAAP equivalents. For example, other companies may calculate non-GAAP measures differently or may use other measures to calculate their financial performance, and therefore the Company's non-GAAP measures may not be directly comparable to similarly titled measures of other companies.

"Special items" are items that are not incurred in all periods, the size of these items is difficult to predict, and none of these items are indicative of the operations of the underlying businesses. Management believes that non-GAAP financial measures that exclude these items provide investors with an alternative metric that can assist in predicting future earnings and profitability that are complementary to GAAP metrics. Special items consist of:

•Transaction related expenses including acquisition related expenses such as incremental professional fees associated with closing and integration of acquisitions.

•Acquired intangible asset amortization.

•Acquisition related adjustments primarily reflect purchase accounting adjustments arising from acquisitions, including fair value step‑ups (such as the amortization of acquisition‑related inventory). These adjustments include the fair value remeasurement of the Company’s equity‑method investment in Antares Vision as of the acquisition date, as well as stock‑based compensation issued to Antares Vision senior management in connection with the acquisition.

•Restructuring and related costs are predominantly related to severance charges associated with the integration of the DLR and OpSec businesses, and the alignment of DTT's cost structure with existing economic conditions. These costs include formal restructuring programs as well as other discrete actions. Certain costs included in this adjustment are not reported as restructuring charges in the GAAP results due to their immateriality.

Reconciliations of certain forward-looking and projected non-GAAP measures, including Adjusted segment EBITDA margin and Adjusted EPS, to the closest corresponding GAAP measure are not available without unreasonable efforts due to the high variability, complexity and low visibility with respect to the charges excluded from these non-GAAP measures, which could have a potentially significant impact on Crane NXT's future GAAP results. Crane NXT calculates Adjusted segment EBITDA margin and Adjusted EPS as described below.

•"Adjusted Segment EBITDA" excludes net interest expense, tax expense and depreciation and amortization expense from net income, as well as special items. "Adjusted segment EBITDA margin" is calculated as Adjusted segment EBITDA divided by sales.

•"Adjusted EPS" is calculated as Adjusted net income divided by diluted shares. Adjusted net income is calculated as net income excluding special items, the tax effect of these adjustments and other discrete tax items.

The Company's management believes that each of the following non-GAAP measures provides useful information to investors regarding the Company’s financial conditions and operations:

•"Adjusted net income" and "Adjusted EPS" exclude special items, the tax effect of these adjustments and other discrete tax items which are outside of the Company's underlying business performance, some of which may or may not be non-recurring, and which management believes may complicate the presentation of the Company’s underlying earnings and operational performance.

•“Free cash flow,” “Adjusted free cash flow” and "Adjusted free cash flow conversion” provide supplemental information to assist management and investors in analyzing the Company’s ability to generate liquidity from its operating activities. The measure of free cash flow does not take into consideration certain other non-discretionary cash requirements such as, for example, mandatory principal payments on the Company’s long-term debt. Free cash flow is calculated as cash provided by operating activities less capital expenditures. Adjusted free cash flow is calculated as free cash flow adjusted for certain cash items which management believes may complicate the interpretation of the Company’s underlying free cash flow performance such as certain transaction related cash flow items. Adjusted free cash flow conversion is calculated as Adjusted free cash flow divided by Adjusted net income. These items are not incurred in all periods, the size of these items is difficult to predict, and none of these items are indicative of the operations of the underlying businesses. Management believes that non-GAAP financial measures that exclude these items provide investors with an alternative metric that can assist in predicting future cash flows that are complementary to GAAP metrics.

•"Adjusted EBITDA" and "Adjusted EBITDA margin" exclude net interest expense, tax expense, depreciation and amortization expense and special items. "Adjusted operating profit (loss)" excludes special items described above that impact operating profit. Management believes that non-GAAP financial measures that exclude these items provide investors with an alternative metric that can assist in predicting future earnings and profitability that are complementary to GAAP metrics.

•"Net leverage ratio" refers to Net debt divided by trailing twelve months (TTM) pro forma Adjusted EBITDA. "Net debt" represents total debt (excluding deferred financing costs), including acquired debt from Antares Vision acquisition, less cash and cash equivalents. The TTM Adjusted EBITDA includes the Antares Vision TTM Adjusted EBITDA for periods prior to the acquisition. Management believes that these non-GAAP financial measures provide useful information about our ability to satisfy our debt obligations.

•References to "organic," such as "organic sales," exclude currency effects and, where applicable, the first-year impacts of acquisitions and divestitures. 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.

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