CR 10-K & 10-Q changes, risk factors and insider trading

Our business, financial condition, operating results and cash flows may be adversely affected by changes in global economic conditions and geopolitical risks, including credit market conditions, trade policies, including recently announced and threatenedpotential additional tariffs on certain raw materials, levels of consumer and business confidence, commodity prices and availability, inflationary pressures, exchange rates, levels of government spending and deficits, political conditions, and other challenges that could affect the global economy, including the ongoing conflict in the Middle East as well as impacts associated with any economic sanctions imposed against Russia, in response to their invasion of the Ukraine. These economic and geopolitical conditions could affect businesses such as ours in a number of ways. Such conditions could have an adverse impact on our flexibility to react to changing economic and business conditions and on our ability to fund our operations, grow through operations or refinance maturing debt balances at economically favorable interest rates. In addition, restrictions on credit availability could adversely affect the ability of our customers to obtain financing for significant purchases and could result in decreases in or cancellation of orders for our products and services as well as impact the ability of our customers to make payments. Similarly, credit restrictions may adversely affect our supplier base and increase the potential for one or more of our suppliers to experience financial distress or bankruptcy. See “Specific Risks Related to Our BusinessReportable Segments.”

•In our Aerospace & ElectronicsAdvanced Technologies segment, a significant decline in demand for air travel, or a decline in airline profitability generally, could result in reduced orders for aircraft and could also cause airlines to reduce their purchases of spare parts from our businesses. In addition, our Aerospace & ElectronicsAdvanced Technologies segment could be impacted to the extent that our major aircraft manufacturing customers encounter problems which impact their production rates and, correspondingly, reduce purchases of our products, or if pricing pressure from aircraft customers caused the manufacturers to press their suppliers to lower prices and/or extend payment terms; in addition, demand for military and defense products is dependent upon government spending in certain areas which can vary year to year.

•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. The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs or trade agreements or policies (such as those recently announced or threatenedpotential additional tariffs by various countries) 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.flows;

•Economic and political instability, including the risk of geopolitical conflict or territorial incursions, in the countries and regions in which we operate; and

•The risks of fluctuations in foreign currency exchange rates, primarily the euro and the British pound, could adversely affect our reported results, primarily in our Process Flow Technologies segment, as amounts earned in other countries are typically translated into U.S. dollars for reporting purposes; andpurposes.

•Maintenance of uniform standards, controls, policies and proceduresprocedures, in particular where acquisitions reflect carve-out transactions;

Our operations require significant amounts of necessary components and raw materials. We deploy a continuous, company-wide process to source our components and raw materials from fewer suppliers, and to obtain parts from suppliers in low-cost countries where possible. Consistent with the rest of the aerospace and defense industry, our A&EAAT business has been experiencing, and may continue to experience, supply chain disruptions from an insufficient availability of certain components and raw materials. If we are unable to timely source these components or raw materials, our operations may be disrupted, or we could experience a delay or temporary stoppage in certain of our manufacturing operations. We believe that our supply management and production practices are based on an appropriate balancing of the foreseeable risks and the costs of alternative practices. Nonetheless, reduced availability or interruption in supplies, whether resulting from significant changes in demand; more stringent regulatory requirements; supplier financial condition; supplier product strategy changes; increases in duties and tariff costs; disruptions in transportation; an outbreak of a severe public health pandemic; severe weather; and the occurrence or threat of wars, could have an adverse effect on our financial condition, results of operations and cash flows.

The costs of certain components and raw materials that are critical to our profitability can be volatile, which can have a significant impact on our profitability. The costs in our business segments are affected by fluctuations in the price of metals such as steel and copper as well as other raw materials such as resin and electronic components; cost are also impacted by imposed tariffs, which are often unpredictable. We have seen a period of sustained price increases for components and raw materials that may continue into the future as demand increases and supply may remain constrained, notably in our A&EAAT segment, which has resulted in, and may continue to result in, increased costs for us. While we have taken actions aimed at securing an adequate supply of raw materials at prices which are favorable to us, if the prices of critical components and raw materials increase or we are unable to pass increased costs of components and raw materials to customers, our operating profit could be adversely affected.

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. A number of 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 have recently observed an increasingly competitive labor market which has and could continue to result in higher compensation costs. While we believe we have a robust intellectual capital process, we may have difficulty retaining key personnel or locating and hiring additional qualified personnel. 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.

We are subject to income taxes in the U.S. and various international jurisdictions. Our financial condition, results of operations and cash flow could be affected by changes to 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. By way of example, the Organization for Economic Co-operation and Development has been coordinating negotiations among more than 140 countries with the goal of achieving consensus around substantial changes to international tax policies, including the implementation of a minimum global effective tax rate of 15%. While various countries have implemented legislation as of January 1, 2025, we currently do not expect a resulting material change to our tax liabilities in the near term as additional jurisdictions enact such legislation, nor do we expect our effective tax rate and cash tax payments to significantly increase in future years. In addition, the One Big Beautiful Bill Act (the “Act”) became law on July 4, 2025 and introduced significant changes to U.S. tax law. The Act did not have a significant impact on our 2025 consolidated financial statements and we will continue to assess its potential impact on our future consolidated financial statements. We continue to monitor evolving tax legislation in the jurisdictions in which we operate.

Our Aerospace & ElectronicsAdvanced Technologies segment sales are primarily affected by conditions in the commercial aerospace industry, which is cyclical in nature, and by changes in defense spending by the U.S. government.

The defense portion of the segment’s business is dependent primarily on U.S. government spending, and to a lesser extent, foreign government spending, on the specific military platforms and programs where our business participates. Any reduction in appropriations for these platforms or programs or delays caused by any potential extended U.S. government shut down, could impact the performance of our business. Our sales to defense customers are also affected by the level of activity in military flight operations.

Demand for our Process Flow Technologies products is heavily dependent on our customers’ level of new capital investment and planned maintenance expenditures. Customer spending typically depends on general economic conditions, industrial capital investment, availability of credit, and expectations of future demand. For example, lower levels of new housing construction and other infrastructure spending has had a negative impact on chemical demand, both in the U.S. and Europe, which adversely impacted the sale of our valve and valve-related products. Slowing global economic growth and volatility in commodity prices could both contribute to lower levels of customer spending, and project delays or cancellations.

Crane Company has delivered innovation and technology-led solutions for customers since its founding in 1855. Today, Crane is a leading manufacturer of highly engineered components for challenging, mission-critical applications focused on the aerospace, defense, space and process industry end markets. The Company has two reporting segments: Aerospace & ElectronicsAdvanced Technologies and Process Flow Technologies.

On January 2, 2024, the Company completed the acquisition of Vian Enterprises, Inc. (“Vian”). Vian is a global designer and manufacturer of multi-stage lubrication pumps and lubrication system components technology for critical aerospace and defense applications with sole-sourced and proprietary content on the highest volume commercial and military aircraft platforms. Vian has been integrated into the Aerospace & ElectronicsAdvanced Technologies segment.

On October 4, 2023, the Company completed the acquisition of Baum lined piping GmbH (“BAUM”). BAUM is a German based company that designs, manufactures, and distributes lined piping products primarily focused on chemical and industrial end markets. BAUM ishas includedbeen inintegrated ourinto the Process Flow Technologies segment.

In 2023, we recorded pre-tax transaction related expenses of $39.3 million primarily related to the separation.

Results fromof Operations - For the Years ended December 31, 2024,2025, 20232024 and 20222023

(ba) For the years ended December 31, 2024,2025, 20232024 and 2022,2023, Corporate expense included transaction related expenses of $9.8$14.8 million, $41.5$9.8 million and $40.5$41.5 million, respectively.

•an increase in sales related to the OctoberCryoWorks, 2023and acquisitionTechnifab acquisitions of BAUM of $15.4$29.1 million, or 0.9%1.4%; and

•favorable foreign currency translation of $0.5$12.0 million, andor 0.6%.

For the year ended December 31, 2024,2025, comprehensive income before allocation to noncontrolling interests was $290.6$448.5 million compared to $286.6$290.6 million in 2023.2024. The $4.0$157.9 million increase was primarily driven by $38.8$71.9 million of higher net income before allocation to noncontrolling interests, a $16.5$82.0 million increase primarily related to changes in pension discount rates and a $51.3 million unfavorablefavorable impact of foreign currency translation adjustments, primarily related to the euro and British pound and euro.a $4.0 million increase primarily due to favorable pension plan asset performance.

AEROSPACE & ELECTRONICSADVANCED TECHNOLOGIES

On February 20, 2026, the U.S. Supreme Court ruled that tariffs imposed under the International Emergency Economic Powers Act ("IEEPA") were not authorized by the statute. The Company is the importer of record for certain raw materials and products that were previously subject to such tariffs under IEEPA. BecauseOn March 4, 2026, the process,U.S. timing,Court of International Trade issued an additional ruling that importers that paid tariffs under the IEEPA are due refunds and amountordered U.S. Customs and Border Protection (“CBP”) to begin the refund process for all importers who were subject to IEEPA duties. On April 20, 2026, CBP launched Phase 1 of anyits tariffprocess recoveryfor aresubmitting uncertain, we have not recorded any benefit from a potentialIEEPA refund at this time.claims.

For 2026, we expect total sales growth in the low-to-midmid 20%s, driven by the Druck, Panametrics, Reuter-Stokes, and Optek acquisitions, as well as mid-single digit core sales growth at the mid-to-higher end of our long-term 5-6% core growth expectation and a slight foreign exchange benefit. We expect an improvement in operating profit driven primarily by productivity benefits and operating leverage on higher volumes, lower transaction related expenses, higher pricing net of inflation and contributions from the Druck, Panametrics, Reuter-Stokes, and Optek acquisitions.

In 2026, we expect Aerospace & Advanced ElectronicsTechnologies sales to increase in the low to mid 20%20%s range driven by high-singlecore digitsales growth modestly above our 7-9% long-term core sales growth,expectation, a low-to-mid-teenmid-teen percentage contribution from the Druck acquisition and a slight benefit from favorable foreign exchange. We expect an improvement in our commercial OEM business driven by higher aircraft build rates, and increased demand for our military OEM and aftermarket business driven by continued global geopolitical uncertainty. We expect growth in our military aftermarket business to be approximately offset by softer commercial aftermarket sales reflecting elevated fuel prices and the conflict in the Middle East. We expect segment operating profit to increase compared to 2025 due to higher volumes, positive net price and the contribution from the Druck acquisition. However, we expect operating margin to decline modestly compared to 2025 driven by the dilutive impact of the Druck acquisition.

In 2026, we expect Process Flow Technologies sales to increase in the low-to-midmid 20%s driven by flat-to-low single digit core sales growth, a low-20% contribution from the Panametrics, Reuter-Stokes, and Optek acquisitions, as well as a 1.5%1% benefit from foreign exchange. We expect core sales to be driven by demand in the pharmaceutical, water and waste-water and cryogenic markets offset by ongoingcontinued sluggishnessmarket softness in the chemical markets. We expect segment operating profit to increase compared to 2025 due primarily to the contribution from the Panametrics, Reuter-Stokes, and Optek acquisitions. However, we expect operating margin to declinebe modestlyrelatively flat compared to 2025 driven primarily by productivity and net price offset by the dilutive impact of the Panametrics, Reuter-Stokes, and Optek acquisitions.

Results from Continuing Operations – Three Months Ended MarchJune 31,30, 2026 and 2025

The following information should be read in conjunction with our condensed consolidated financial statements and related notes. All comparisons below refer to the firstsecond quarter 2026 versus the firstsecond quarter 2025, unless otherwise specified.

Cost of sales increased by $95.1$82.3 million, or 29.7%,24.6%, to $415.1$417.2 million in 2026. The increase primarily reflects the impact of the Druck, Panametrics, Reuter-Stokes and Optek acquisitions of $73.4$80.6 million, or 22.9%,24.1%, higher material, labor and other manufacturing costs of $23.1$22.7 million, or 7.2%,6.8%, unfavorable mix of $10.5$15.5 million, or 3.3%,4.6%, and unfavorable foreign currency translation of $9.0$1.7 million, or 2.8%,0.5%, partially offset by the favorable impact of tariff refunds of $18.7 million, or 5.6%, strong productivity gains of $14.0$13.6 million, or 4.4%,4.1%, lower volumes of $4.5$3.8 million, or 1.4%,1.1%, and cost savings of $2.4$2.2 million, or 0.8%.0.7%.

Engineering, selling and administrative expenses increased by $44.7$23.8 million, or 32.7%,17.1%, to $181.2$163.2 million in 2026, primarily driven by the acquisitions of Druck, Panametrics, Reuter-Stokes and Reuter-Stokes,Optek includingof the$32.5 transactionmillion, relatedor costs23.3%, associatedpartially withoffset them.by productivity and cost savings of $9.2 million, or 6.6%.

Operating profit decreasedincreased by $1.0$41.4 million, or 1.0%,40.2%, to $100.1$144.3 million in 2026. The decreaseincrease primarily reflected higher productivity gains and cost savings of $21.4 million, or 20.8%, strong net price of $16.4 million, or 15.9%, impact from tariff refunds of $18.7 million, or 18.2%, and favorable contributions from acquisitions of $1.3 million, or 1.3%, partially offset by unfavorable mix of $10.5$15.5 million, or 10.4%,15.1% and lower volumes of $4.1$1.3 million, or 4.1%, net investments in core businesses of $3.5 million, or 3.5%, partially offset by strong productivity gains of $15.4 million, or 15.2%, and favorable foreign currency translation of $1.7 million, or 1.7%.1.3%.

Our effective tax rate for the three months ended MarchJune 31,30, 2026 is higher than the prior year’s comparable period, primarily due to an increase in non-U.S. taxes and statutorilylower non-deductiblebenefit costs.related to share-based compensation.

Our effective tax rate for the three months ended MarchJune 31,30, 2026 is approximatelyhigher equal tothan the statutory U.S. federal tax rate of 21%, and any overall net differences are primarily due to earnings in jurisdictions with statutory tax rates higher than the United States, expenses that are statutorily non-deductible for income tax purposes and the impact of U.S. state taxes, partially offset by excess share-based compensation benefits, tax credit utilization, and the statutory U.S. deduction related to our non-U.S. subsidiaries’ income.

For the three months ended MarchJune 31,30, 2026, comprehensive income before allocation to noncontrolling interests was $50.9$88.8 million compared to $128.1$130.8 million in the same period of 2025. The $77.2$42.0 million decrease was primarily driven by lower net income before allocation to noncontrolling interests of $40.0 million and $36.9$51.2 million year-over-year unfavorable impact of foreign currency translation, primarily related to the euro and British pound.pound, offset by higher net income of $9.5 million.

Segment Results of Operations - Three Months Ended MarchJune 31,30, 2026 and 2025

•Sales of MilitaryCommercial Aftermarket Products increased $6.4$5.4 million, or 28.2%,9.4%, to $29.1$62.6 million in 2026, reflecting strongercontinued demand forfrom militarythe products,airlines partly in responsedue to heightenedstrong geopoliticalair tensions globally.traffic.

•Sales of PumpsMilitary andAftermarket SystemsProducts increased by $4.1$2.3 million, or 10.8%,7.3%, to $41.9$34.0 million in 2026, reflecting anstronger increasedemand for military products, partly in coreresponse salesto drivenheightened bygeopolitical highertensions pricing and volumes.globally.

Cost of sales increased by $46.7$54.2 million, or 27.1%,35.6%, to $218.9$206.5 million,million in 2026, primarily driven byreflecting the impact of the Panametrics,Druck Reuter-Stokes and Optek acquisitionsacquisition of $44.6$31.6 million, or 25.9%,20.7%, higherunfavorable mix of $15.2 million or 10.0%, increased material, labor and other manufacturing costs, inclusivecosts of tariffs, of $11.7$13.9 million, or 6.8%,9.1%, unfavorablehigher foreign currency translationvolumes of $7.3$5.7 million, or 4.2%,3.7%, partially offset by the favorable impact of tariff refunds of $5.5 million, or 3.6%, strong productivity gains of $8.1$5.9 million, or 4.7%,3.9%, lowerand volumescost savings of $7.1$1.0 million, or 4.1%, and to a lesser extent cost savings and net favorable mix of $1.8 million, or 1.0%.0.7%.

Engineering, selling and administrative expenses increased by $21.3$5.7 million, or 28.9%,15.0%, to $95.0$43.7 million,million in 2026, primarily driven by the acquisitionsacquisition of Panametrics,Druck Reuter-Stokesof $11.6 million, or 30.5%, partially offset by cost savings and Optek.productivity of $6.1 million, or 16.1%.

Operating profit increased by $1.4$21.0 million, or 2.2%,30.9%, to $64.2$88.9 million in 2026. The increase is2026, primarily duereflecting tohigher volumes and strong net price, inclusiveprice of tariffs,$18.9 favorablemillion, foreignor exchange,27.8%, higher productivity gains and cost savings of $16.1$8.9 million, or 25.6%,13.1%, partiallyfavorable impact from tariff refunds of $5.5 million, or 8.1%, favorable contribution from the acquisition of Druck of $2.7 million, or 4.0%, offset by theunfavorable net impactmix of acquisitions driven primarily by amortization of acquisition-related intangibles and transaction related expenses, lower volumes, and mix impacts of $14.7$15.2 million, or 23.4%.22.4%.