SEC Info - Crane NXT, Co. - ‘10-K’ for 12/31/23

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Crane NXT, Co. – ‘10-K’ for 12/31/23 – ‘EX-97’

On: Thursday, 2/22/24, at 4:25pm ET · For: 12/31/23 · Accession #: 1628280-24-6375 · File #: 1-01657

Previous ‘10-K’: ‘10-K’ on 3/1/23 for 12/31/22 · Latest ‘10-K’: This Filing · 18 References:

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/22/24  Crane NXT, Co.                    10-K       12/31/23  118:13M                                    Workiva Inc Wde… FA01/FA

Annual Report — Form 10-K — SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.38M 
 2: EX-21       Subsidiaries List                                   HTML     45K 
 3: EX-23.1     Consent of Expert or Counsel                        HTML     33K 
 8: EX-97       Clawback Policy re: Recovery of Erroneously         HTML     61K 
                Awarded Compensation                                             
 4: EX-31.1     Certification -- §302 - SOA'02                      HTML     37K 
 5: EX-31.2     Certification -- §302 - SOA'02                      HTML     37K 
 6: EX-32.1     Certification -- §906 - SOA'02                      HTML     34K 
 7: EX-32.2     Certification -- §906 - SOA'02                      HTML     34K 
14: R1          Cover Page                                          HTML     99K 
15: R2          Audit Information                                   HTML     38K 
16: R3          Consolidated and Combined Statements of Operations  HTML    107K 
17: R4          Consolidated and Combined Statements of             HTML     60K 
                Comprehensive Income                                             
18: R5          Consolidated and Combined Balance Sheets            HTML    146K 
19: R6          Consolidated and Combined Balance Sheets            HTML     49K 
                (Parenthetical)                                                  
20: R7          Consolidated and Combined Statements of Cash Flows  HTML    130K 
21: R8          Consolidated and Combined Statements of Changes in  HTML     86K 
                Equity                                                           
22: R9          Consolidated and Combined Statements of Changes in  HTML     36K 
                Equity (Parenthetical)                                           
23: R10         Nature of Operations and Significant Accounting     HTML    206K 
                Policies                                                         
24: R11         Related Parties                                     HTML     46K 
25: R12         Segment Information                                 HTML    119K 
26: R13         Revenue                                             HTML     63K 
27: R14         Research and Development                            HTML     40K 
28: R15         Pension and Postretirement Benefits                 HTML    291K 
29: R16         Stock-Based Compensation Plans                      HTML     81K 
30: R17         Leases                                              HTML     69K 
31: R18         Income Taxes                                        HTML    166K 
32: R19         Accrued Liabilities                                 HTML     44K 
33: R20         Other Liabilities                                   HTML     41K 
34: R21         Commitments and Contingencies                       HTML     37K 
35: R22         Financing                                           HTML     68K 
36: R23         Fair Value Measurements                             HTML     41K 
37: R24         Restructuring                                       HTML    145K 
38: R25         Pay vs Performance Disclosure                       HTML     45K 
39: R26         Insider Trading Arrangements                        HTML     39K 
40: R27         Nature of Operations and Significant Accounting     HTML    163K 
                Policies (Policies)                                              
41: R28         Nature of Operations and Significant Accounting     HTML    199K 
                Policies (Tables)                                                
42: R29         Segment Information (Tables)                        HTML    116K 
43: R30         Revenue (Tables)                                    HTML     60K 
44: R31         Research and Development (Tables)                   HTML     40K 
45: R32         Pension and Postretirement Benefits (Tables)        HTML    300K 
46: R33         Stock-Based Compensation Plans (Tables)             HTML     76K 
47: R34         Leases (Tables)                                     HTML     70K 
48: R35         Income Taxes (Tables)                               HTML    170K 
49: R36         Accrued Liabilities (Tables)                        HTML     44K 
50: R37         Other Liabilities (Tables)                          HTML     41K 
51: R38         Financing (Tables)                                  HTML     55K 
52: R39         Restructuring (Tables)                              HTML    142K 
53: R40         Nature of Operations and Significant Accounting     HTML    130K 
                Policies (Narrative) (Details)                                   
54: R41         Nature of Operations and Significant Accounting     HTML     66K 
                Policies (Schedule of Earnings Per Share)                        
                (Details)                                                        
55: R42         Nature of Operations and Significant Accounting     HTML     45K 
                Policies (Summary of Inventories) (Details)                      
56: R43         Nature of Operations and Significant Accounting     HTML     48K 
                Policies (Summary of Property, Plant and                         
                Equipment, Net) (Details)                                        
57: R44         Nature of Operations and Significant Accounting     HTML     44K 
                Policies (Schedule of Changes to Goodwill)                       
                (Details)                                                        
58: R45         Nature of Operations and Significant Accounting     HTML     41K 
                Policies (Schedule of Changes to Intangible                      
                Assets) (Details)                                                
59: R46         Nature of Operations and Significant Accounting     HTML     54K 
                Policies (Summary of Intangible Assets) (Details)                
60: R47         Nature of Operations and Significant Accounting     HTML     46K 
                Policies (Summary of Future Amortization Expense                 
                of Intangibles) (Details)                                        
61: R48         Nature of Operations and Significant Accounting     HTML     61K 
                Policies (Schedule of Accumulated Other                          
                Comprehensive Loss) (Details)                                    
62: R49         Nature of Operations and Significant Accounting     HTML     72K 
                Policies (Amounts Reclassified out of Accumulated                
                Other Comprehensive Loss) (Details)                              
63: R50         Related Parties (Details)                           HTML     70K 
64: R51         Segment Information (Narrative) (Details)           HTML     35K 
65: R52         Segment Information (Financial Information by       HTML     83K 
                Reportable Segment) (Details)                                    
66: R53         Segment Information (Net Sales by Geographic        HTML     45K 
                Region) (Details)                                                
67: R54         Segment Information (Balance Sheet Items by         HTML     56K 
                Reportable Segment) (Details)                                    
68: R55         Segment Information (Long-Lived Assets by           HTML     41K 
                Geographic Region) (Details)                                     
69: R56         Revenue (Disaggregation of Revenue) (Details)       HTML     49K 
70: R57         Revenue (Narrative) (Details)                       HTML     62K 
71: R58         Revenue (Contract Assets and Contract Liabilities)  HTML     38K 
                (Details)                                                        
72: R59         Research and Development (Details)                  HTML     36K 
73: R60         Pension and Postretirement Benefits (Narrative)     HTML     83K 
                (Details)                                                        
74: R61         Pension and Postretirement Benefits (Summary of     HTML     92K 
                Projected Benefit Obligations, Fair Value of Plan                
                Assets, and Funded Status) (Details)                             
75: R62         Pension and Postretirement Benefits (Amounts        HTML     51K 
                Recognized on Consolidated and Combined Balance                  
                Sheets) (Details)                                                
76: R63         Pension and Postretirement Benefits (Amounts        HTML     46K 
                Recognized in Accumulated Other Comprehensive                    
                Loss) (Details)                                                  
77: R64         Pension and Postretirement Benefits (Projected      HTML     50K 
                Benefit Obligation, Accumulated Benefit Obligation               
                and Fair Value of Plan Assets) (Details)                         
78: R65         Pension and Postretirement Benefits (Pension Plans  HTML     39K 
                With Benefit Obligation in Excess of Plan Assets)                
                (Details)                                                        
79: R66         Pension and Postretirement Benefits (Components of  HTML     64K 
                Net Periodic (Benefit) Cost) (Details)                           
80: R67         Pension and Postretirement Benefits (Weighted       HTML     48K 
                Average Assumptions Used to Determine Benefit                    
                Obligations) (Details)                                           
81: R68         Pension and Postretirement Benefits (Weighted       HTML     51K 
                Average Assumptions Used to Determine Net Periodic               
                Benefit Cost) (Details)                                          
82: R69         Pension and Postretirement Benefits (Assumed        HTML     37K 
                Health Care Cost Trend Rates) (Details)                          
83: R70         Pension and Postretirement Benefits (Pension Plan   HTML     57K 
                Target Allocations and Weighted-Average Asset                    
                Allocations by Asset Category) (Details)                         
84: R71         Pension and Postretirement Benefits (Fair Value of  HTML     81K 
                Pension Plan Assets) (Details)                                   
85: R72         Pension and Postretirement Benefits (Estimated      HTML     53K 
                Future Benefit Payments) (Details)                               
86: R73         Stock-Based Compensation Plans (Narrative)          HTML    134K 
                (Details)                                                        
87: R74         Stock-Based Compensation Plans (Weighted-Average    HTML     51K 
                Assumptions for Grants) (Details)                                
88: R75         Stock-Based Compensation Plans (Stock Option Plan   HTML     78K 
                Activity) (Details)                                              
89: R76         Stock-Based Compensation Plans (Changes in          HTML     77K 
                Restricted Share Units) (Details)                                
90: R77         Leases (Summary of Lease Assets and Liabilities)    HTML     49K 
                (Details)                                                        
91: R78         Leases (Lease Cost) (Details)                       HTML     39K 
92: R79         Leases (Weighted Average Remaining Lease Terms and  HTML     37K 
                Discount Rates) (Details)                                        
93: R80         Leases (Supplemental Cash Flow Information)         HTML     37K 
                (Details)                                                        
94: R81         Leases (Future Minimum Operating Lease Payments)    HTML     52K 
                (Details)                                                        
95: R82         Income Taxes (Schedule of Income Before Taxes)      HTML     43K 
                (Details)                                                        
96: R83         Income Taxes (Schedule of Provision (Benefit) for   HTML     63K 
                Income Taxes) (Details)                                          
97: R84         Income Taxes (Effective Tax Rate Reconciliation)    HTML     54K 
                (Details)                                                        
98: R85         Income Taxes (Reinvestment of Earnings) (Details)   HTML     39K 
99: R86         Income Taxes (Narrative) (Details)                  HTML     61K 
100: R87         Income Taxes (Schedule of Deferred Tax Assets and   HTML     72K  
                Liabilities) (Details)                                           
101: R88         Income Taxes (Summary of Tax Loss and Tax Credit    HTML     69K  
                Carryforwards) (Details)                                         
102: R89         Income Taxes (Gross Unrecognized Tax Benefits       HTML     49K  
                Reconciliation) (Details)                                        
103: R90         Accrued Liabilities (Details)                       HTML     49K  
104: R91         Other Liabilities (Details)                         HTML     41K  
105: R92         Financing (Components Of Debt) (Details)            HTML     74K  
106: R93         Financing (Narrative) (Details)                     HTML    118K  
107: R94         Financing (Total Indebtedness to Capitalization)    HTML     51K  
                (Details)                                                        
108: R95         Fair Value Measurements (Details)                   HTML     49K  
109: R96         Restructuring (Narrative) (Details)                 HTML     61K  
110: R97         Restructuring (Restructuring Charges (Gains) by     HTML     42K  
                Segment) (Details)                                               
111: R98         Restructuring (Summary of Restructuring Charges     HTML     77K  
                (Gains)) (Details)                                               
112: R99         Restructuring (Cumulative Restructuring Costs)      HTML     68K  
                (Details)                                                        
113: R100        Restructuring (Restructuring Liability) (Details)   HTML     51K  
115: XML         IDEA XML File -- Filing Summary                      XML    228K  
118: XML         XBRL Instance -- cxt-20231231_htm                    XML   3.66M  
114: EXCEL       IDEA Workbook of Financial Report Info              XLSX    229K  
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11: EX-101.DEF  XBRL Definitions -- cxt-20231231_def                 XML   1.06M 
12: EX-101.LAB  XBRL Labels -- cxt-20231231_lab                      XML   2.50M 
13: EX-101.PRE  XBRL Presentations -- cxt-20231231_pre               XML   1.66M 
 9: EX-101.SCH  XBRL Schema -- cxt-20231231                          XSD    227K 
116: JSON        XBRL Instance as JSON Data -- MetaLinks              702±  1.06M  
117: ZIP         XBRL Zipped Folder -- 0001628280-24-006375-xbrl      Zip    567K

‘EX-97’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

C: C:

Document

Exhibit 97

CRANE NXT, CO.

Incentive-BASED Compensation Recovery Policy

1.Policy Purpose. The purpose of this Crane NXT, Co. (the “Company”) Incentive-Based Compensation Recovery Policy (this “Policy”) is to enable the Company to recover Erroneously Awarded Compensation in the event that the Company is required to prepare an Accounting Restatement. This Policy is intended to comply with the requirements set forth in Listed Company Manual Section 303A.14 of the corporate governance rules of the New York Stock Exchange (the “Listing Rule”) and shall be construed and interpreted in accordance with such intent. Unless otherwise defined in this Policy, capitalized terms shall have the meaning ascribed to such terms in Section 7. This Policy shall become effective on December 1, 2023 and replaces and supersedes all prior clawback policies of the Company, including, without limitation, that certain Compensation Clawback Policy, effective October 27, 2008. Where the context requires, reference to the Company shall include the Company’s subsidiaries and affiliates when the context requires (as determined by the Committee in its discretion).

2.Policy Administration. This Policy shall be administered by the Management, Organization and Compensation Committee of the Board (the “Committee”) unless the Board determines to administer this Policy itself. The Committee has full and final authority to make all determinations under this Policy. All determinations and decisions made by the Committee pursuant to the provisions of this Policy shall be final, conclusive and binding on all persons, including the Company, its affiliates, its stockholders and Executive Officers. Any action or inaction by the Committee with respect to an Executive Officer under this Policy in no way limits the Committee’s actions or decisions with respect to any other Executive Officer under this Policy or under any similar policy, agreement or arrangement, nor shall any such action or inaction serve as a waiver of any rights the Company may have against any Executive Officer.

3.Policy Application. This Policy applies to all Incentive-Based Compensation received on or after October 2, 2023 by a person: (a) after beginning service as an Executive Officer; (b) who served as an Executive Officer at any time during the performance period for such Incentive-Based Compensation; (c) while the Company had a class of securities listed on a national securities exchange or a national securities association; and (d) during the three completed fiscal years immediately preceding the Accounting Restatement Date. In addition to such last three completed fiscal years, the immediately preceding clause (d) includes any transition period that results from a change in the Company’s fiscal year within or immediately following such three completed fiscal years; provided, however, that a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to twelve months shall be deemed a completed fiscal year. For purposes of this Section 3, Incentive-Based Compensation is deemed received in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period. For the avoidance of doubt, Incentive-Based Compensation that is subject to both a Financial Reporting Measure vesting condition and a service-based vesting condition shall be considered received when the relevant Financial Reporting Measure is achieved, even if the Incentive-Based Compensation continues to be subject to the service-based vesting condition.

4.Policy Recovery Requirement. In the event of an Accounting Restatement, the Company shall recover, and the Executive Officer shall remit and pay to the Company, reasonably promptly, Erroneously Awarded Compensation, in amounts determined pursuant to this Policy. The Company’s obligation to recover, and the Executive Officer’s obligation to repay, Erroneously Awarded Compensation is not dependent on if or when the Company files restated financial statements. Recovery under this Policy with respect to an Executive Officer shall not require the finding of any misconduct by such Executive Officer or such Executive Officer being found responsible for the accounting error leading to an Accounting Restatement. In the event of an Accounting Restatement, the Company shall satisfy the Company’s obligations under this Policy to recover any amount owed from any applicable Executive Officer by exercising its sole and absolute discretion in how to accomplish such recovery. The Company’s recovery obligation pursuant to this Section 4 shall not apply to the extent that the Committee, or in the absence of the Committee, a

majority of the independent directors serving on the Board, determines that such recovery would be impracticable and:

a.The direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on expense of enforcement, the Company must make a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to recover, and provide that documentation to the Stock Exchange; or

b.Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the registrant, to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Code.

5.Policy Prohibition on Indemnification and Insurance Reimbursement. The Company is prohibited from indemnifying any Executive Officer or former Executive Officer against the loss of Erroneously Awarded Compensation. Further, the Company is prohibited from paying or reimbursing an Executive Officer for purchasing insurance to cover any such loss.

6.Required Policy-Related Filings. The Company shall file all disclosures with respect to this Policy in accordance with the requirements of the federal securities laws, including disclosures required by U.S. Securities and Exchange Commission filings.

7.Definitions.

a.“Accounting Restatement” means an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

b.“Accounting Restatement Date” means the earlier to occur of: (i) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if the Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement; and (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting Restatement.

c.“Board” means the board of directors of the Company.

d.“Code” means the U.S. Internal Revenue Code of 1986, as amended. Any reference to a section of the Code or regulation thereunder includes such section or regulation, any valid regulation or other official guidance promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing, or superseding such section or regulation.

e.“Erroneously Awarded Compensation” means, in the event of an Accounting Restatement, the amount of Incentive-Based Compensation previously received that exceeds the amount of Incentive-Based Compensation that otherwise would have been received had it been determined based on the restated amounts in such Accounting Restatement, and must be computed without regard to any taxes incurred or paid by the relevant Executive Officer; provided, however, that for Incentive-Based Compensation based on stock price or total stockholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement: (i) the amount of Erroneously Awarded Compensation must be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total stockholder return upon which the Incentive-Based Compensation was received; and (ii) the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to the Stock Exchange.

f.“Executive Officer” means the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Company. An executive officer of the Company’s parent or subsidiary is deemed an “Executive Officer” if the executive officer performs such policy making functions for the Company. For the avoidance of doubt, “Executive Officer” includes, but is not limited to, any person identified as an executive officer pursuant to Item 401(b) of Regulation S-K under the U.S. Securities Act of 1933, as amended.

g.“Financial Reporting Measure” means any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measure that is derived wholly or in part from such measure; provided, however, that a Financial Reporting Measure is not required to be presented within the Company’s financial statements or included in a filing with the U.S. Securities and Exchange Commission to qualify as a “Financial Reporting Measure.” For purposes of this Policy, “Financial Reporting Measure” includes, but is not limited to, stock price and total stockholder return.

h.“Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure.

i.“Stock Exchange” means the national stock exchange on which the Company’s common stock is listed.

8.Agreement Regarding Incentive-Based Compensation. Each Executive Officer shall execute and deliver to the Company, within 30 calendar days following the later of (i) the effective date of this Policy first set forth above or (ii) the date the individual becomes an Executive Officer, the Agreement Regarding Incentive-Based Compensation, a form of which is attached hereto as Exhibit A.

9.Committee Indemnification. Any members of the Committee, and any other members of the Board who assist in the administration of this Policy, shall not be personally liable for any action, determination or interpretation made with respect to this Policy and shall be fully indemnified by the Company to the fullest extent under applicable law and Company policy with respect to any such action, determination or interpretation. The foregoing sentence shall not limit any other rights to indemnification of the members of the Board under applicable law or Company policy.

10.Severability. The provisions in this Policy are intended to be applied to the fullest extent of the law. To the extent that any provision of this Policy is found to be unenforceable or invalid under any applicable law, such provision shall be applied to the maximum extent permitted, and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.

11.Approval; Amendment; Termination. The Board has approved and adopted this Policy. The Board may amend this Policy from time to time in its sole and absolute discretion and shall amend this Policy as it deems necessary to reflect the Listing Rule. The Board may terminate this Policy at any time.

12.Other Recovery Obligations; General Rights. To the extent that the application of this Policy would provide for recovery of Incentive-Based Compensation that the Company recovers pursuant to Section 304 of the Sarbanes-Oxley Act or other recovery obligations, the amount the relevant Executive Officer has already reimbursed the Company will be credited to the required recovery under this Policy. This Policy shall not limit the rights of the Company to take any other actions or pursue other remedies that the Company may deem appropriate under the circumstances and under applicable law. To the maximum extent permitted under the Listing Rule, this Policy shall be administered in compliance with (or pursuant to an exemption from the application of) Section 409A of the Code.

13.Successors. This Policy is binding and enforceable against all Executive Officers and their beneficiaries, heirs, executors, administrators or other legal representatives.

14.Governing Law; Venue. This Policy and all rights and obligations hereunder are governed by and construed in accordance with the internal laws of the State of Delaware, excluding any choice of law rules or principles that may direct the application of the laws of another jurisdiction. All actions arising out of or relating to this Policy shall be heard and determined exclusively in the Court of Chancery of the State of Delaware or, if such court declines to exercise jurisdiction or if subject matter jurisdiction over the matter that is the subject of any such legal action or proceeding is vested exclusively in the U.S. federal courts, the U.S. District Court for the District of Delaware.

EXHIBIT A

AGREEMENT REGARDING INCENTIVE-BASED COMPENSATION

This Agreement Regarding Incentive-Based Compensation (this “Agreement”) is made as of _________________, 20___ by and between Crane NXT, Co., a Delaware corporation (the “Company”), and the undersigned executive officer of the Company (the “Executive Officer”).

WHEREAS, Crane NXT has securities listed for trading on the New York Stock Exchange (the “NYSE”);

WHEREAS, in accordance with requirements set forth in Listed Company Manual Section 303A.14 of the corporate governance rules of the NYSE, the Company has adopted a policy titled the Crane NXT, Co. Incentive-Based Compensation Recovery Policy (as it may be amended from time to time, the “Policy”), which applies to executive officers of the Company, such as the Executive Officer;

NOW, THEREFORE, in consideration of the agreements herein contained and intending to be legally bound, the parties hereto agree as follows:

1. The Company hereby acknowledges and agrees that the Company has provided a copy of the Policy as in existence on the date of this Agreement to the Executive Officer.

2. The Executive Officer hereby acknowledges and agrees that:

a. The Executive Officer has received and reviewed a copy of the Policy provided to the Executive Officer by the Company;

b. The Executive Officer is and will continue to be subject to the Policy, and the Policy will apply both during and after the Executive Officer’s employment with the Company in accordance with the terms of the Policy;

c. The Executive Officer will abide by the terms of the Policy and fully and timely perform the Executive Officer’s obligations thereunder, including, without limitation, by returning any Erroneously Awarded Compensation (as defined in the Policy) to the Company to the extent required by, and in a manner consistent with, the Policy; and

d. This Agreement is binding and enforceable against the Executive Officer and the Executive Officer’s beneficiaries, heirs, executors, administrators or other legal representatives.

3. Each of the Company and the Executive Officer hereby acknowledge and agree that:

a. The terms of the Policy shall govern in the event of any inconsistency between the Policy and the terms of any employment or indemnification agreement or other agreement to which the Executive Officer is a party, or the terms of any compensation plan, program or agreement under which any compensation to the Executive Officer has been granted, awarded, earned or paid;

b. This Agreement and all rights and obligations hereunder are governed by and construed in accordance with the internal laws of the State of Delaware, excluding any choice of law rules or principles that may direct the application of the laws of another jurisdiction. All actions arising out of or relating to this Agreement shall be heard and determined exclusively in the Court of Chancery of the State of Delaware or, if such court declines to exercise jurisdiction or if subject matter jurisdiction over the matter that is the subject of any such legal action or proceeding is vested exclusively in the U.S. federal courts, the U.S. District Court for the District of Delaware.

c. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. The exchange of copies of this Agreement and of signature pages by facsimile or other electronic means shall constitute effective execution and delivery of this Agreement by the parties hereto and may be used in lieu of the original signature pages to this Agreement for all purposes.

d. This Agreement constitutes the entire Agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may not be amended or modified unless in writing by each of the parties hereto.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


CRANE NXT, CO.
By:
Signature

Print Name

Title


Date


EXECUTIVE OFFICER

Signature

Print Name

Date

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed on:	2/22/24
For Period end:	12/31/23
	12/1/23	4
	10/2/23
	10/27/08	8-K
		List all Filings

18 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/10/23  Crane NXT, Co.                    10-Q        3/31/23   84:6.8M                                   Workiva Inc Wde… FA01/FA
 4/03/23  Crane Co.                         8-K:1,2,3,5 3/28/23   19:1.6M                                   Donnelley … Solutions/FA
 4/03/23  Crane NXT, Co.                    8-K:1,2,3,5 3/28/23   24:2.9M                                   Donnelley … Solutions/FA
 3/20/23  Crane NXT, Co.                    8-K:1,2,7,9 3/17/23   12:2.1M                                   Donnelley … Solutions/FA
 3/01/23  Crane NXT, Co.                    10-K       12/31/22  121:17M                                    Workiva Inc Wde… FA01/FA
 8/15/22  Crane NXT, Co.                    8-K:1,2,8,9 8/11/22   13:1.1M                                   Donnelley … Solutions/FA
 5/16/22  Crane Holdings, Co.               8-K12G3:1,2 5/16/22   23:2M                                     Donnelley … Solutions/FA
 4/14/22  Crane Holdings, Co.               S-4/A                  4:7.3M                                   Donnelley … Solutions/FA
 4/26/21  Crane NXT, Co.                    8-K:5,9     4/26/21   13:330K                                   Workiva Inc Wde… FA01/FA
 2/23/21  Crane NXT, Co.                    10-K       12/31/20  118:18M                                    Workiva Inc Wde… FA01/FA
 2/25/20  Crane NXT, Co.                    10-K       12/31/19  123:20M                                    Workiva Inc Wde… FA01/FA
 3/15/18  Crane NXT, Co.                    DEF 14A     4/23/18    2:4.8M                                   DG3/FA
 2/05/18  Crane NXT, Co.                    8-K:1,2,5,8 2/01/18    5:625K                                   Broadridge Fin’l So… Inc
 3/13/13  Crane Holdings, Co.               DEF 14A     4/22/13    1:1.5M                                   Donnelley … Solutions/FA
 2/28/11  Crane Holdings, Co.               10-K       12/31/10   43:7.4M                                   Donnelley … Solutions/FA
 3/06/09  Crane Holdings, Co.               DEF 14A     4/20/09    1:882K                                   Donnelley … Solutions/FA
 3/09/07  Crane Holdings, Co.               DEF 14A     4/23/07    1:1.8M                                   Capital Systems 01/FA
 3/09/06  Crane Holdings, Co.               10-K       12/31/05   14:2M                                     Donnelley … Solutions/FA

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Filing Submission 0001628280-24-006375 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)