Crane NXT, Co. (CXT)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains information about Crane NXT, Co., some of which includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements other than historical information or statements about our current condition. Investors can identify forward-looking statements by the use of terms such as “believes,” “contemplates,” “expects,” “may,” “could,” “should,” “would,” or “anticipates,” other similar phrases, or the negatives of these terms.

We have based the forward-looking statements relating to our operations on our current expectations, estimates and projections about us and the markets we serve. We caution investors that these statements are not guarantees of future performance and are subject to risks, uncertainties and other important factors. In addition, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. There are a number of other factors that could cause actual results or outcomes to differ materially from those expressed or implied in the forward-looking statements. Such factors also include, among others: the impact of tariffs and other trade measures; changes in global economic conditions (including inflationary pressures) and geopolitical risks, including macroeconomic fluctuations; demand for our products, which is variable and subject to factors beyond our control; risks associated with conducting a substantial portion of our business outside the U.S.; information systems and technology networks failures, breaches in data security, theft of personally identifiable and other information, and non-compliance with our contractual or other legal obligations regarding such information; being unable to identify or complete acquisitions, or to successfully integrate the businesses we acquire; fluctuation in the prices of, or disruption in our ability to source, components and raw materials, and delays in the distribution of our products; loss of personnel or being able to hire and retain additional personnel needed to sustain and grow our business as planned; being unable to successfully develop and introduce new products, which would limit our ability to grow and maintain our competitive position; governmental regulations and failure to comply with those regulations; the ability to protect our 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 our ability to improve productivity, reduce costs and align manufacturing capacity with customer demand; significant competition in our markets; additional tax expenses or exposures; adverse impacts from intangible asset impairment charges; inadequate or ineffective internal controls; and risks related to the separation in 2023 from Crane Company, 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; and other risks noted in reports that we file with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and this Quarterly Report, and subsequent reports and other documents filed with the Securities and Exchange Commission. We do not undertake any obligation to update or revise any forward-looking statements to reflect any future events or circumstances.

References herein to “Crane NXT,” “the Company,” “we,” “us” and “our” refer to Crane NXT, Co. and its subsidiaries.

References to "organic sales” exclude currency effects and, where applicable, the first-year impacts of acquisitions and divestitures. Amounts in the following discussion are presented in millions, except employee, share and per share data, or unless otherwise stated. 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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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Recent Transactions

Antares Vision Acquisition

On March 31, 2026, the Company completed its multi-phase acquisition of Antares Vision S.p.A. (“Antares Vision”), resulting in 100% ownership. Antares Vision is included with Crane Payment Innovations within the Detection and Traceability Technologies segment and enhances the Company's inspection, detection and track-and-trace capabilities serving life sciences and food and beverage customers.

Credit Facilities

In the six months ended June 30, 2026, we borrowed €317.9 million, or $366.9 million, under the Term Loan B to fund the acquisition of Antares Vision and assumed $123.5 million of Antares Vision debt, $115.1 million of which was subsequently repaid in the second quarter of 2026. We borrowed $159.4 million and repaid $101.0 million on our Revolving Facility to fund the settlement of Antares Vision debt and working capital requirements. In addition, we repaid $112.4 million of Term Loan A.

Conflict in the Middle East

The Company is closely monitoring the ongoing conflict in the Middle East. During the quarter we experienced related supply chain and cost pressures, including higher freight costs and extended lead times. Through proactive supply chain management and other mitigation actions, we maintained operational continuity and do not believe these impacts materially affected our consolidated financial results during the period. We will continue to monitor developments, as further escalation or prolonged disruption could adversely affect future operating results and cash flows.

Basis of Presentation

See Note 1, “Organization and Basis of Presentation” for more details on financial statement presentation basis.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results from Operations – Three Month Periods Ended June 30,

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

Sales increased by $88.8 million, or 22.0%, to $493.2 million in 2026. The change in sales included:

•the sales benefit from the Antares Vision and De La Rue acquisitions of $74.6 million, or 18.4%,

•organic sales growth of $11.3 million, or 2.8%, driven by the Currency business, and

•favorable foreign currency translation of $2.9 million, or 0.8%.

Cost of sales increased by $49.0 million, or 20.8%, to $284.6 million in 2026. The increase was driven by the impact of the Antares Vision and De La Rue acquisitions of $34.8 million, or 14.8%, acquisition related amortization, and unfavorable mix, partially offset by productivity gains.

Selling, general and administrative expenses increased by $22.7 million, or 20.0%, to $136.3 million in 2026. The increase was driven by the impact of acquisitions, partially offset by lower transaction related expenses and the impact of cost saving actions.

Operating profit increased by $21.0 million, or 43.8%, to $68.9 million in 2026. The increase was driven by the SAT segment from the impact of higher sales volumes in the Currency business, productivity gains and cost saving actions in Crane Authentication, favorable pricing across both segments, the impact of cost saving actions in CPI and lower transaction related expenses of $8.0 million, or 16.7%. These favorable impacts were partially offset by acquisition related amortization in Antares Vision, the impact of lower volumes in CPI, and unfavorable mix across both segments.

Our effective tax rate for the three months ended June 30, 2026 was higher than the prior year’s comparable period primarily due to the mix of non-U.S. earnings.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Segment Results of Operations - Three Month Periods Ended June 30,

Security and Authentication Technologies (“SAT”)

Sales increased by $33.7 million, or 17.5%, to $226.7 million in 2026, driven by organic sales growth of $18.5 million, or 9.6%, the sales benefit from the De La Rue acquisition of $10.9 million, or 5.6%, and favorable foreign exchange of $4.3 million or 2.2%.

•Banknote and security product sales increased by $22.0 million, or 15.3%, to $165.5 million in 2026. The increase was driven by organic sales growth of $18.7 million, or 13.0%, reflecting higher volumes from international markets. Favorable foreign currency translation of $3.3 million, or 2.3%, reflects the strengthening of the Swedish krona and euro against the U.S. dollar.

•Authentication products and solutions sales increased by $11.7 million, or 23.6% in 2026, mainly driven by the sales benefit from the De La Rue acquisition.

Cost of sales increased by $18.0 million

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated and combined financial statements and related notes included under Item 8 of this Annual Report on Form 10-K.

We are a leading provider of trusted technology solutions to secure, detect, and authenticate our customers’ most valuable assets. Our primary end markets include governments and a wide range of consumer-related end markets including convenience merchandising (vending), retail and gaming. Our operations are comprised of two segments, Crane Payment Innovations (“CPI”) and Security and Authentication Technologies (“SAT”):

•CPI provides electronic equipment and 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, processing systems, field service solutions, remote diagnostics and productivity software solutions.

•SAT provides advanced security solutions based on proprietary technology for securing physical products, including banknotes, consumer goods and industrial products. SAT also provides brand protection, authentication solutions, and digital content protection across online marketplaces, social media platforms, and websites.

We are committed to delivering shareholder value by focusing on our proprietary and differentiated technology and investing in core businesses to capitalize on opportunities to enhance organic growth. We maintain a strong balance sheet with financial flexibility, allowing us the ability to expand the business through strategic acquisitions into higher-growth adjacencies. We continuously evaluate our portfolio, pursue acquisitions that complement our existing businesses and are accretive to our growth profile, and selectively divest businesses where appropriate. We foster a performance-based culture with clearly defined values and utilize our well-established Crane Business System (CBS) to drive operational excellence and profitable growth.

Due to rounding, numbers presented throughout this report may not add up precisely to totals we provide and percentages may not precisely reflect the absolute figures.

Separation

On April 3, 2023, Holdings was separated (the “Separation”) into two independent, publicly-traded companies, Crane NXT, Co. and Crane Company (“SpinCo”) through a pro-rata distribution (the “Distribution”) of all the issued and outstanding common stock of SpinCo to the stockholders of Holdings. As part of the Separation, the Aerospace & Electronics, Process Flow Technologies and Engineered Materials businesses of Holdings were spun off to SpinCo. Also, as part of the Separation, Holdings retained the Payment and Merchandising Technologies business and was renamed “Crane NXT, Co.” on April 3, 2023. Following the consummation of the Separation, our common stock is listed under the symbol “CXT” on the New York Stock Exchange.

Due to SpinCo’s larger operations, greater tangible assets, greater fair value and greater net sales, in each case, relative to ours, among other factors, SpinCo was considered to be the “accounting spinnor” and therefore is the “accounting successor” to Holdings for accounting purposes, notwithstanding the legal form of the Separation. As such, 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.

Separation Agreements

On April 3, 2023, we entered into definitive agreements with SpinCo in connection with the Separation. The agreements set forth the terms and conditions of the Separation and provide a framework for our relationship with SpinCo following the Separation, including the allocation between us and SpinCo of our and SpinCo’s assets, liabilities and obligations attributable to periods prior to, at and after the Separation. These agreements include the Separation and Distribution Agreement, which contains certain key provisions related to the Separation, as well as a Transition Services Agreement, a Tax Matters Agreement, an Employee Matters Agreement and an Intellectual Property Matters Agreement. As of December 31, 2024, the term of the Transition Services Agreement has expired.

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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. 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. 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. 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.

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. 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”). 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. 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. 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. 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. 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.

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. 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. We continue to evaluate and align CPI’s cost structure with existing economic conditions which could result in additional actions.

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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. As of February 26, 2026, we expect to mitigate the majority of tariffs on operating profit with pricing and productivity initiatives. The related macroeconomic uncertainty is also affecting demand, primarily in our CPI vending business, which is driving lower sales volumes. See Item 1A, “Risk Factors” for more details.

This section of this Form 10-K generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024. 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.

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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

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