Crane Co 10-Q for FY2026 Q3
Crane Co (CR)
10-Q
2026-10-29
For: 2026-09-30
View Original
Added on
October 29, 2026
About this 10-Q
Crane Co filed this 10-Q on October 29, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Crane Company agreed to acquire Trillium Flow Technologies’ U.S. pump business for approximately $240.0 million, expected to close in the fourth quarter of 2026. Third-quarter sales increased 28.1% to $754.6 million and nine-month sales increased 26.2% to $2,175.7 million. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $754.6M
- up 28.1% from $589.2M a year earlier
- Net income
- $97.3M
- up 6.5% from net income of $91.4M a year earlier
- Diluted EPS
- $1.66
- up 6.4% from $1.56 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Mark One:
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the Quarterly Period Ended September 30, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the Transition Period from to
Commission File Number: 1-41570
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code: 203 -363-7300
(Not Applicable)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
| | ||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non–accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| (check one): | ||||||||||||||||||||
| ☒ | Accelerated filer | ☐ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| 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. ☐ | ||||||||||||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares outstanding of the issuer’s classes of common stock, as of October 27, 2026
Common stock, $1.00 Par Value – 57,833,158 shares
1
Crane Company
Table of Contents
Form 10-Q
| Page | ||||||||||||||||||||
| Part I - Financial Information | ||||||||||||||||||||
| Part II - Other Information | ||||||||||||||||||||
2
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
CRANE COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| (in millions, except per share data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Operating costs and expenses: | |||||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Engineering, selling and administrative | |||||||||||||||||||||||
| Operating profit | |||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Miscellaneous (expense) income, net | ( | ( | |||||||||||||||||||||
| Total other (expense) income, net | ( | ( | |||||||||||||||||||||
| Income from continuing operations before income taxes | |||||||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||
| Net income from continuing operations attributable to common shareholders | |||||||||||||||||||||||
| Income from discontinued operations, net of tax (Note 3) | |||||||||||||||||||||||
| Net income attributable to common shareholders | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per basic share: | |||||||||||||||||||||||
| Earnings per basic share from continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per basic share from discontinued operations | |||||||||||||||||||||||
| Earnings per basic share | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per diluted share: | |||||||||||||||||||||||
| Earnings per diluted share from continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per diluted share from discontinued operations | |||||||||||||||||||||||
| Earnings per diluted share | $ | $ | $ | $ | |||||||||||||||||||
| Average shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Dividends per share | $ | $ | $ | $ | |||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
3
CRANE COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
| Three Months Ended | Nine Months Ended | |||||||||||||||||||
| September 30, | September 30, | |||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||
| Net income attributable to common shareholders | $ | $ | $ | $ | ||||||||||||||||
| Components of other comprehensive income (loss), net of tax | ||||||||||||||||||||
| Currency translation adjustment | ( | ( | ( | |||||||||||||||||
| Changes in pension and postretirement plan assets and benefit obligation, net of tax | ||||||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | ( | ||||||||||||||||||
| Comprehensive income attributable to common shareholders | $ | $ | $ | $ | ||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
4
CRANE COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| (in millions) | September 30, 2026 | December 31, 2025 | ||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
Accounts receivable, net of allowance for doubtful accounts of $ | ||||||||
| Inventories, net: | ||||||||
| Finished goods | ||||||||
| Work in process | ||||||||
| Raw materials | ||||||||
| Inventories, net | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Property, plant and equipment: | ||||||||
| Cost | ||||||||
| Less: accumulated depreciation | ||||||||
| Property, plant and equipment, net | ||||||||
| Long-term deferred tax assets | ||||||||
| Other assets | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Total assets | $ | $ | ||||||
See Notes to Condensed Consolidated Financial Statements.
5
CRANE COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| (in millions, except per share and share data) | September 30, 2026 | December 31, 2025 | ||||||
| Liabilities and equity | ||||||||
| Current liabilities: | ||||||||
| Short-term borrowings | $ | $ | ||||||
| Accounts payable | ||||||||
| Accrued liabilities | ||||||||
| U.S. and foreign taxes on income | ||||||||
| Total current liabilities | ||||||||
| Long-term debt, net | ||||||||
| Accrued pension, postretirement benefits and post-employment benefits | ||||||||
| Long-term deferred tax liability | ||||||||
| Other liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 12) | ||||||||
| Equity: | ||||||||
Common shares, par value $ | ||||||||
| Capital surplus | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive (loss) income | ( | |||||||
| Total shareholders’ equity | ||||||||
| Noncontrolling interests | ||||||||
| Total equity | ||||||||
| Total liabilities and equity | $ | $ | ||||||
See Notes to Condensed Consolidated Financial Statements.
6
CRANE COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Nine Months Ended | ||||||||||||||
| September 30, | ||||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||
| Operating activities: | ||||||||||||||
| Net income attributable to common shareholders | $ | $ | ||||||||||||
| Less: Income from discontinued operations, net of tax | ||||||||||||||
| Net income from continuing operations attributable to common shareholders | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Stock-based compensation expense | ||||||||||||||
| Defined benefit plans and postretirement cost | ||||||||||||||
| Deferred income taxes | ( | |||||||||||||
| Cash used for operating working capital | ( | ( | ||||||||||||
| Defined benefit plans and postretirement contributions | ( | ( | ||||||||||||
| Environmental payments, net of reimbursements | ( | ( | ||||||||||||
| Other | ( | |||||||||||||
| Total provided by operating activities from continuing operations | ||||||||||||||
| Investing activities: | ||||||||||||||
| Payment for acquisitions - net of cash acquired and working capital adjustments | ( | ( | ||||||||||||
| Capital expenditures | ( | ( | ||||||||||||
| Other investing activities | ||||||||||||||
| Total used for investing activities from continuing operations | ( | ( | ||||||||||||
| Financing activities: | ||||||||||||||
| Dividends paid | ( | ( | ||||||||||||
| Net payments related to employee stock plans | ( | ( | ||||||||||||
| Debt refinancing costs | ( | |||||||||||||
| Proceeds from debt | ||||||||||||||
| Repayments of debt | ( | ( | ||||||||||||
| Total used for financing activities from continuing and discontinued operations | ( | ( | ||||||||||||
| Discontinued Operations: | ||||||||||||||
Total provided by investing activities(a) | ||||||||||||||
| Increase in cash and cash equivalents from discontinued operations | ||||||||||||||
| Effect of exchange rate on cash and cash equivalents | ( | |||||||||||||
| (Decrease) increase in cash and cash equivalents | ( | |||||||||||||
Cash, cash equivalents and restricted cash at beginning of period(b) | ||||||||||||||
| Cash and cash equivalent at end of period | $ | $ | ||||||||||||
(a) For the nine months ended September 30, 2025, the cash provided by investing activities from discontinued operations was from the sale of the Engineered Materials segment. See Note 3, “Discontinued Operations” for additional information. | ||||||||||||||
(b) Cash, cash equivalents and restricted cash at beginning of period included $ | ||||||||||||||
7
CRANE COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Nine Months Ended | |||||||||||
| September 30, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Detail of cash used for operating working capital from continuing operations: | |||||||||||
| Accounts receivable | $ | ( | $ | ( | |||||||
| Inventories | ( | ( | |||||||||
| Other current assets | ( | ||||||||||
| Accounts payable | ( | ( | |||||||||
| Accrued liabilities | ( | ||||||||||
| U.S. and foreign taxes on income | ( | ||||||||||
| Total | $ | ( | $ | ( | |||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Interest paid | $ | $ | |||||||||
| Income taxes paid | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements.
8
CRANE COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
| (in millions, except share data) | Common Shares Issued at Par Value | Capital Surplus | Retained Earnings | Accumulated Other Comprehensive Loss | Total Share- holders’ Equity | Non-controlling Interest | Total Equity | ||||||||||||||||||||||||||||||||||||||||
| BALANCE DECEMBER 31, 2025 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Cash dividends ($ | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Impact from settlement of share-based awards, net of shares acquired | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Impact from settlement of liability PRSUs (Note 1) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Changes in pension and postretirement plan assets and benefit obligation, net of tax | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
| BALANCE MARCH 31, 2026 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Cash dividends ($ | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Impact from settlement of share-based awards, net of shares acquired | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Changes in pension and postretirement plan assets and benefit obligation, net of tax | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||
| BALANCE JUNE 30, 2026 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Cash dividends ($ | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Impact from settlement of share-based awards, net of shares acquired | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Changes in pension and postretirement plan assets and benefit obligation, net of tax | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||
| BALANCE SEPTEMBER 30, 2026 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
9
| (in millions, except share data) | Common Shares Issued at Par Value | Capital Surplus | Retained Earnings | Accumulated Other Comprehensive Loss | Total Share- holders’ Equity | Non-controlling Interest | Total Equity | |||||||||||||||||||||||||||||||||||||||||||
| BALANCE DECEMBER 31, 2024 | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends ($ | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Impact from settlement of share-based awards, net of shares acquired | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Impact from settlement of liability PRSUs (Note 1) | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Changes in pension and postretirement plan assets and benefit obligation, net of tax | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE MARCH 31, 2025 | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends ($ | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Impact from settlement of share-based awards, net of shares acquired | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Changes in pension and postretirement plan assets and benefit obligation, net of tax | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE JUNE 30, 2025 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends ($ | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Changes in pension and postretirement plan assets and benefit obligation, net of tax | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| BALANCE SEPTEMBER 30, 2025 | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
10
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial reporting and the instructions to Form 10-Q and, therefore, reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. All such adjustments are of a normal recurring nature. These interim condensed consolidated financial statements should be read in conjunction with the Consolidated Financial Statements and Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025.
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. Certain amounts in the prior periods’ condensed consolidated financial statements have been reclassified to conform to the current period presentation.
Liability Performance-Based Restricted Share Units
As a result of the April 3, 2023 separation into two independent, publicly-traded companies, Crane NXT, Co. and Crane Company (the “Separation”), certain executives held 3-year, cliff vesting performance-based restricted share units (“PRSUs”) that underwent an equity-to-liability modification and were denominated in Crane NXT, Co. stock. The PRSUs related to grants made prior to the Separation transaction and completed vesting in February 2026. During the first quarter of 2026 and 2025, 33,734 and 88,505 units vested and were settled by Crane NXT Co., respectively. The impact from the settlement of this liability was reflected on the Condensed Consolidated Statement of Changes in Equity as a $1.9 million and $5.7 million capital contribution as of March 31, 2026 and 2025, respectively. As of December 31, 2025, the liability balance was $2.1 million, and included in “Other liabilities” on our Condensed Consolidated Balance Sheets. There was no liability recorded as of September 30, 2026, as the final tranche vested during the first quarter of 2026.
Tariff Refunds
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. On March 4, 2026, the U.S. Court of International Trade issued an additional ruling that importers that paid tariffs under the IEEPA are due refunds and ordered 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 its process for submitting IEEPA refund claims.
As the nature, timing, and amount of any such refunds remain uncertain, the Company elected to account for such refunds under the gain contingency model. During the three and nine months ended September 30, 2026, the Company recognized $1.5 million and $20.2 million, respectively, of tariff refunds as a reduction to “Cost of sales” in the Condensed Consolidated Statements of Operations. No portion of the recognized refunds was allocated to inventory, as the underlying inventory to which the refunds related had been sold prior to the respective refund dates. In addition, the Company recognized $0.8 million of interest income related to tariff refunds received through September 30, 2026. The Company reduced net sales by $2.1 million related to tariff refunds.
Recent Accounting Pronouncements - Not Yet Adopted as of September 30, 2026
In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). The amendment requires new financial statement disclosures to provide disaggregated information for certain types of expenses, including purchases of inventory, employee compensation, depreciation, and amortization in commonly presented expense captions such as cost of revenue and selling, general and administrative expenses. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. Upon adoption, ASU 2024-03 is required to be applied on a prospective basis while retrospective application is permitted. We are currently evaluating this guidance to determine the impact on our disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendments in this update improve the operability of the guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods. This update is effective for annual periods beginning after December 15, 2027, including interim periods within those fiscal years, though early adoption is permitted. We are currently evaluating this guidance to determine the impact on our financial statements.
The Company considered the applicability and impact of all other Accounting Standards Updates issued by the FASB and determined them to be either not applicable or are not expected to have a material impact on the Company's Condensed Consolidated Statement of Operations, Balance Sheets and Cash Flows.
11
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 2 - Acquisitions
Trillium Flow Technologies
On September 14, 2026, the Company entered into a definitive Purchase Agreement to acquire the U.S. pump business from First Reserve-Backed Trillium Flow Technologies. Trillium Flow Technologies is a leading provider of highly engineered pump technologies primarily serving the U.S. municipal water and wastewater markets. The purchase price of the transaction is approximately $240.0 million, subject to post-closing adjustments. The transaction is expected to close in the fourth quarter of 2026, contingent upon regulatory approvals and the satisfaction of customary closing conditions. We intend to finance the acquisition with a combination of cash on hand and our Revolving Facility.
Druck, Panametrics and Reuter-Stokes
On January 1, 2026, the Company completed the acquisition of Druck, Panametrics and Reuter-Stokes from Baker Hughes. Collectively, these businesses are leading providers of sensor-based technologies for aerospace, nuclear and process industries. The purchase price was $1,147.4 million, net of $40.6 million of cash acquired and a final working capital adjustment of $31.8 million received from the seller.
The Druck brand has been integrated into our Aerospace & Advanced Technologies segment. The Panametrics and Reuter-Stokes brands have been integrated into our Process Flow Technologies segment. The amount allocated to goodwill reflects the expected synergies related to product line simplification, commercial enhancements, supply chain manufacturing productivity and other cost synergies.
The following amounts represent the preliminary determination of the fair value of identifiable assets acquired and liabilities assumed. The final determination of the fair value of certain assets and liabilities will be completed within the one-year measurement period as required by ASC 805. We have not yet completed our evaluation and determination of certain assets acquired and liabilities assumed. We do not expect any material adjustments to the values presented below:
Net assets acquired (in millions) | ||||||||
| Total current assets | $ | |||||||
| Property, plant and equipment | ||||||||
| Other assets | ||||||||
| Intangible assets | ||||||||
| Goodwill | ||||||||
| Total assets acquired | $ | |||||||
| Total current liabilities | $ | |||||||
| Other liabilities | ||||||||
| Total assumed liabilities | $ | |||||||
| Net assets acquired | $ | |||||||
The amounts allocated to acquired intangible assets, and their associated weighted-average useful lives which were determined based on the period in which the assets are expected to contribute directly or indirectly to our future cash flows, consist of the following:
Intangible Assets (dollars in millions) | Intangible Fair Value | Weighted Average Life (in years) | |||||||||
| Trademarks/Trade names | $ | ||||||||||
| Customer relationships | |||||||||||
| Developed Technology | |||||||||||
| Backlog | |||||||||||
| Total acquired intangible assets | $ | ||||||||||
Other Acquisition
On January 1, 2026, the Company completed the acquisition of a leading provider of inline process control optical measurement solutions for biopharma, pharmaceutical and other demanding markets for $176.2 million, net of cash acquired of $8.2 million. The acquired company has been integrated into our Process Flow Technologies segment. The amount
12
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
allocated to goodwill reflects the expected synergies related to product line simplification and supply chain manufacturing productivity.
Net assets acquired (in millions) | ||||||||
| Total current assets | $ | |||||||
| Property, plant and equipment | ||||||||
| Other assets | ||||||||
| Intangible assets | ||||||||
| Goodwill | ||||||||
| Total assets acquired | $ | |||||||
| Total current liabilities | $ | |||||||
| Other liabilities | ||||||||
| Total assumed liabilities | $ | |||||||
| Net assets acquired | $ | |||||||
The amounts allocated to acquired intangible assets, and their associated weighted-average useful lives which were determined based on the period in which the assets are expected to contribute directly or indirectly to our future cash flows, consist of the following:
Intangible Assets (dollars in millions) | Intangible Fair Value | Weighted Average Life (in years) | |||||||||
| Trademarks/Trade names | $ | ||||||||||
| Customer relationships | |||||||||||
| Developed technology | |||||||||||
| Backlog | |||||||||||
| Total acquired intangible assets | $ | ||||||||||
Technifab Acquisition
On November 1, 2024, the Company completed the acquisition of Technifab Products, Inc. (“Technifab”) for $38.8 million, on a cash-free and debt-free basis. During the first quarter of 2025, the Company paid $0.2 million to the seller related to a final working capital adjustment.
Valuation of Intangible Assets
For all acquisitions, the fair values of the trade name and developed technology intangible assets were determined using an income approach, specifically the relief from royalty method, which is a widely accepted valuation methodology. This approach assumes that, in lieu of ownership, a market participant would be willing to pay a royalty to obtain the rights to use the asset and realize its associated economic benefits. Accordingly, the value of the asset is derived from the present value of the after-tax royalty savings attributable to ownership.
The fair values of the customer relationships and backlog intangible assets were determined using an income approach, specifically the excess earnings method, which is a widely accepted valuation methodology. Under this approach, the cash flows attributable to the asset are isolated by deducting returns for contributory assets from the projected cash flows generated by the existing customers/contractual backlog. These charges represent the required returns on other assets that support the realization of the projected cash flows, including working capital, fixed assets, and other intangible assets. The resulting excess earnings are adjusted, where appropriate, to reflect expected customer attrition over the remaining economic life of the asset and then discounted to present value using an appropriate discount rate. Both the magnitude and timing of the projected cash flows are considered from a market participant perspective. The estimates of the market participant cash flows incorporate assumptions related to historical and projected pricing, operational performance (including market participant synergies), aftermarket retention, product life cycles, material and labor costs, and other relevant customer, contractual, and market factors.
Intangible assets are being amortized on a straight-line basis (which approximates the economic pattern of benefits).
13
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Supplemental Pro Forma Data
The results of operations of Druck, Panametrics and Reuter-Stokes have been included in the Company's financial statements for the period subsequent to the completion of the acquisition on January 1, 2026. Druck, Panametrics and Reuter-Stokes have contributed sales of $316.0 million resulting in an operating profit of approximately $4.2 million for the period from the completion of the acquisition through September 30, 2026.
The following unaudited pro forma information assumes that the acquisition was completed on January 1, 2025. The unaudited pro forma results of operations are provided for illustrative purposes only and are not indicative of the Company's actual consolidated results of operations or consolidated financial position. The unaudited pro forma information for the three and nine months ended September 30, 2025, includes the following adjustments, where applicable, for business combination accounting effects resulting from the acquisition: (i) amortization of the fair value step up in inventory, (ii) additional amortization expense related to finite-lived intangible assets acquired, (iii) additional interest expense related to financing for the acquisition (refer to Note 13, Financing), (iv) depreciation expense on property, plant and equipment, and (v) the related tax effects assuming that the business combination occurred on January 1, 2025.
The significant nonrecurring adjustments reflected in the unaudited pro forma consolidated information below include the reclassification of the transaction costs to the earliest period presented. The unaudited pro forma results of operations do not reflect any operating efficiencies or cost savings which resulted from the acquisition or may be realized in the future.
The following table contains unaudited pro forma condensed consolidated income statement information of the Company for the three and nine month periods ending September 30, 2025, as if the Druck, Panametrics and Reuter-Stokes closed on January 1, 2025, as such Net income includes transaction and financing adjustments of $20.8 million and $87.3 million, respectively.
| Three Months Ended | Nine Months Ended | |||||||
| September 30, | September 30, | |||||||
| (in millions, except per share data) | 2025 | 2025 | ||||||
Net sales (a) | $ | $ | ||||||
Net income (a) | $ | $ | ||||||
| Net income per common share – assuming dilution | $ | $ | ||||||
(a) Consolidated pro forma revenue and net income related to the optek-Danulat (“Optek”) acquisition have not been presented since the pro forma impact is not material.
Note 3 - Discontinued Operations
Note 4 - Segment Results
In accordance with ASC Topic 280, “Segment Reporting,” for purposes of segment performance measurement, we do not allocate to the business segments items that are of a non-operating nature, including charges which occur from time to time related to our legacy environmental liabilities, as such liabilities are not related to current business activities; or corporate organizational and functional expenses of a governance nature. Corporate expenses consist of corporate office expenses including compensation, benefits, occupancy, depreciation, and other administrative costs. Assets of the business segments exclude general corporate assets, which principally consist of cash and cash equivalents, deferred tax assets, certain property, plant and equipment, and certain other assets.
The accounting policies of the segments are the same as those described in the summary of significant accounting policies in our Annual Report on Form 10-K for the year ended December 31, 2025. We account for intersegment sales and transfers as if the sales or transfers were to third parties at current market prices.
The Company’s segments maintain separate financial information. The Chief Operating Decision Maker (“CODM”), who is the Company’s Chief Executive Officer, uses forecast-to-actual variances and year-over-year variances on a monthly basis when assessing segment performance and forecasts in deciding how to allocate resources among the segments. The CODM evaluates the performance of the Company’s segments based on operating profit. We currently have two reporting segments: Aerospace & Advanced Technologies and Process Flow Technologies.
14
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
A brief description of each of our current segments is as follows:
Aerospace & Advanced Technologies
The Aerospace & Advanced Technologies segment supplies critical components and systems, including original equipment and aftermarket parts, primarily for the commercial aerospace, and the military aerospace, defense and space markets. Its brands have decades of proven experience, and in many cases invented the critical technologies in their respective markets. The business designs and delivers proven systems, reliable components, and flexible power solutions that excel in tough and mission-critical environments. Products and services are organized into six integrated solutions: Sensing Components & Systems, Electrical Power Solutions, Fluid Management Solutions, Landing & Control Systems, and Microwave Solutions.
Process Flow Technologies
The Process Flow Technologies segment is a provider of highly engineered products and technologies for mission critical applications that require high reliability. The segment is comprised of Process Valves and Related Products, Commercial Valves, and Pumps and Systems. Process Valves and Related Products include on/off valves, instrumentation and sensing capabilities for critical and demanding applications in the chemical, oil & gas, power, and general industrial end markets globally. Commercial Valves includes the manufacturing and distribution of valves and related products for the non-residential construction, general industrial, and to a lesser extent, municipal markets. Pumps and Systems include pumps and related products primarily for water and wastewater applications in the industrial, municipal, commercial and military markets.
Financial information by reportable segment is set forth below.
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net Sales: | |||||||||||||||||||||||
| Aerospace & Advanced Technologies | $ | $ | $ | $ | |||||||||||||||||||
| Process Flow Technologies | |||||||||||||||||||||||
| TOTAL NET SALES | $ | $ | $ | $ | |||||||||||||||||||
| Cost of Sales: | |||||||||||||||||||||||
| Aerospace & Advanced Technologies | $ | $ | $ | $ | |||||||||||||||||||
| Process Flow Technologies | |||||||||||||||||||||||
| TOTAL COST OF SALES | $ | $ | $ | $ | |||||||||||||||||||
| Engineering, selling and administrative: | |||||||||||||||||||||||
| Aerospace & Advanced Technologies | $ | $ | $ | $ | |||||||||||||||||||
| Process Flow Technologies | |||||||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| TOTAL ENGINEERING, SELLING AND ADMINISTRATIVE | $ | $ | $ | $ | |||||||||||||||||||
| Operating profit: | |||||||||||||||||||||||
| Aerospace & Advanced Technologies | $ | $ | $ | $ | |||||||||||||||||||
| Process Flow Technologies | |||||||||||||||||||||||
| Corporate | ( | ( | ( | ( | |||||||||||||||||||
| TOTAL OPERATING PROFIT | $ | $ | $ | $ | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Miscellaneous income (expense), net | ( | ( | |||||||||||||||||||||
| Income from continuing operations before income taxes | $ | $ | $ | $ | |||||||||||||||||||
15
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Depreciation and amortization: | |||||||||||||||||||||||
| Aerospace & Advanced Technologies | $ | $ | $ | $ | |||||||||||||||||||
| Process Flow Technologies | |||||||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| TOTAL DEPRECIATION AND AMORTIZATION | $ | $ | $ | $ | |||||||||||||||||||
| Nine Months Ended | |||||||||||
| September 30, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Capital expenditures: | |||||||||||
| Aerospace & Advanced Technologies | $ | $ | |||||||||
| Process Flow Technologies | |||||||||||
| TOTAL CAPITAL EXPENDITURES | $ | $ | |||||||||
| (in millions) | September 30, 2026 | December 31, 2025 | |||||||||
| Assets: | |||||||||||
| Aerospace & Advanced Technologies | $ | $ | |||||||||
| Process Flow Technologies | |||||||||||
Corporate (a) | |||||||||||
| TOTAL ASSETS | $ | $ | |||||||||
(a) For the year ended December 31, 2025, Corporate Assets include $ | |||||||||||
| (in millions) | September 30, 2026 | December 31, 2025 | |||||||||
| Goodwill: | |||||||||||
| Aerospace & Advanced Technologies | $ | $ | |||||||||
| Process Flow Technologies | |||||||||||
| TOTAL GOODWILL | $ | $ | |||||||||
16
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 5 - Revenue
Disaggregation of Revenues
The following table presents net sales disaggregated by product line for each segment:
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||
| September 30, | September 30, | |||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Aerospace & Advanced Technologies | ||||||||||||||||||||||||||
| Commercial Original Equipment | $ | $ | $ | $ | ||||||||||||||||||||||
| Military Original Equipment | ||||||||||||||||||||||||||
| Commercial Aftermarket Products | ||||||||||||||||||||||||||
| Military Aftermarket Products | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total Aerospace & Advanced Technologies | $ | $ | $ | $ | ||||||||||||||||||||||
| Process Flow Technologies | ||||||||||||||||||||||||||
| Process Valves and Related Products | $ | $ | $ | $ | ||||||||||||||||||||||
| Commercial Valves | ||||||||||||||||||||||||||
| Pumps and Systems | ||||||||||||||||||||||||||
| Total Process Flow Technologies | $ | $ | $ | $ | ||||||||||||||||||||||
| Net Sales | $ | $ | $ | $ | ||||||||||||||||||||||
Remaining Performance Obligations
The transaction price allocated to remaining performance obligations represents the transaction price of firm orders which have not yet been fulfilled, which we also refer to as total backlog. As of September 30, 2026, total backlog was $1,894.9 million. We expect to recognize approximately 38 % of our remaining performance obligations as revenue in 2026, an additional 51 % in 2027 and the balance thereafter.
Contract Assets and Contract Liabilities
Contract assets represent unbilled amounts that typically arise from contracts for customized products or contracts for products sold directly to the U.S. government or indirectly to the U.S. government through subcontracts, where revenue recognized using the cost-to-cost method exceeds the amount billed to the customer. Contract assets are assessed for impairment and recorded at their net realizable value. Contract liabilities represent advance payments from customers. Revenue related to contract liabilities is recognized when control is transferred to the customer. We report contract assets, which are included within “Other current assets” on our Condensed Consolidated Balance Sheets, and contract liabilities, which are included within “Accrued liabilities” on our Condensed Consolidated Balance Sheets, on a contract-by-contract net basis at the end of each reporting period. Net contract assets and contract liabilities consisted of the following:
| (in millions) | September 30, 2026 | December 31, 2025 | |||||||||||||||||||||
| Contract assets | $ | $ | |||||||||||||||||||||
| Contract liabilities | $ | $ | |||||||||||||||||||||
We recognized revenue of $7.5 million and $33.0 million during the three and nine months ended September 30, 2026, related to contract liabilities as of December 31, 2025.
17
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 6 - Earnings Per Share
Our basic earnings per share calculations are based on the weighted average number of common shares outstanding during the period. Potentially dilutive securities include outstanding stock options, restricted share units, deferred stock units and performance-based restricted share units. The effect of potentially dilutive securities is reflected in diluted earnings per common share by application of the treasury method. Diluted earnings per share gives effect to all potentially dilutive common shares outstanding during the period.
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| (in millions, except per share data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net income from continuing operations attributable to common shareholders | $ | $ | $ | $ | |||||||||||||||||||
| Income from discontinued operations, net of tax (Note 3) | |||||||||||||||||||||||
| Net income attributable to common shareholders | $ | $ | $ | $ | |||||||||||||||||||
| Average basic shares outstanding | |||||||||||||||||||||||
| Effect of dilutive share-based awards | |||||||||||||||||||||||
| Average diluted shares outstanding | |||||||||||||||||||||||
| Earnings per basic share: | |||||||||||||||||||||||
| Earnings per basic share from continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per basic share from discontinued operations | |||||||||||||||||||||||
| Earnings per basic share | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per diluted share: | |||||||||||||||||||||||
| Earnings per diluted share from continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per diluted share from discontinued operations | |||||||||||||||||||||||
| Earnings per diluted share | $ | $ | $ | $ | |||||||||||||||||||
Stock options, restricted share units, deferred stock units and performance-based restricted share units that were excluded from the calculation of diluted earnings per share because their effect is anti-dilutive totaled 0.2
18
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 7 - Changes in Accumulated Other Comprehensive (Loss) Income
The table below provides the accumulated balances for each classification of accumulated other comprehensive (loss) income, as reflected on our Condensed Consolidated Balance Sheets.
| (in millions) | Defined Benefit Pension and Postretirement Items | Currency Translation Adjustment | Total (a) | ||||||||||||||
| Balance as of December 31, 2025 | $ | ( | $ | $ | |||||||||||||
| Other comprehensive income before reclassifications | ( | ( | |||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | |||||||||||||||||
| Net period other comprehensive income (loss) | ( | ( | |||||||||||||||
| Balance as of September 30, 2026 | $ | ( | $ | $ | ( | ||||||||||||
(a) Net of tax benefit of $ | |||||||||||||||||
The table below illustrates the amounts reclassified out of each component of accumulated other comprehensive loss for the three and nine months ended September 30, 2026 and 2025. Amortization of pension and postretirement components has been recorded within “Miscellaneous income, net” on our Condensed Consolidated Statements of Operations.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Amortization of pension items: | ||||||||||||||||||||||||||
| Prior service costs | $ | $ | $ | $ | ||||||||||||||||||||||
| Net loss | ||||||||||||||||||||||||||
| Amortization of postretirement items: | ||||||||||||||||||||||||||
| Net gain | ( | ( | ( | ( | ||||||||||||||||||||||
| Total before tax | $ | $ | $ | $ | ||||||||||||||||||||||
| Tax impact | ||||||||||||||||||||||||||
| Total reclassifications for the period | $ | $ | $ | $ | ||||||||||||||||||||||
19
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 8 - Defined Benefit and Postretirement Benefits
For all plans, the components of net periodic loss (benefit) for the three months ended September 30, 2026 and 2025 are as follows:
| Pension | Postretirement | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return on plan assets | ( | ( | |||||||||||||||||||||
| Amortization of prior service cost | |||||||||||||||||||||||
| Amortization of net loss (gain) | ( | ( | |||||||||||||||||||||
| Net periodic loss (benefit) | $ | $ | $ | $ | ( | ||||||||||||||||||
For all plans, the components of net periodic loss (benefit) for the nine months ended September 30, 2026 and 2025 are as follows: | |||||||||||||||||||||||
| Pension | Postretirement | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return on plan assets | ( | ( | |||||||||||||||||||||
| Amortization of prior service cost | |||||||||||||||||||||||
| Amortization of net loss (gain) | ( | ( | |||||||||||||||||||||
| Net periodic loss (benefit) | $ | $ | $ | ( | $ | ( | |||||||||||||||||
The components of net periodic benefit, other than the service cost component, are included in “Miscellaneous (expense) income, net” in our Condensed Consolidated Statements of Operations. Service cost is recorded within “Cost of sales” and “Engineering, selling, and administrative” in our Condensed Consolidated Statements of Operations.
We expect to contribute the following to our pension and postretirement plans:
| (in millions) | Pension | Postretirement | |||||||||
| Expected contributions in 2026 | $ | $ | |||||||||
Amounts contributed during the nine months ended September 30, 2026 | $ | $ | |||||||||
20
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 9 - Income Taxes
Effective Tax Rates
Our quarterly provision for income taxes is measured using an annual effective tax rate, adjusted for discrete items within the periods presented.
Our effective tax rates are as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Effective Tax Rate | |||||||||||||||||||||||||||||||||||||||||||||||
Our effective tax rate for the three months ended September 30, 2026 is lower than the prior year’s comparable period, primarily due to higher benefit related to share-based compensation.
Our effective tax rate for the nine months ended September 30, 2026 is higher than the prior year’s comparable period primarily due to an increase in non-U.S. taxes, partially offset by higher benefit related to share-based compensation.
Our effective tax rate for the three months and nine months ended September 30, 2026 is higher than the statutory U.S. federal tax rate of 21%, primarily due to earnings in jurisdictions with statutory tax rates higher than the U.S., 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.
As of September 30, 2026 and December 31, 2025, the total amount of gross unrecognized tax benefits, excluding interest and penalties, was $11.9 million and $10.3 million, respectively.
21
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 10 - Goodwill and Intangible Assets
Our business acquisitions have typically resulted in the recognition of goodwill and other intangible assets. We follow the provisions under ASC Topic 350, “Intangibles – Goodwill and Other” as it relates to the accounting for goodwill in our condensed consolidated financial statements. These provisions require that we, on at least an annual basis, evaluate the fair value of the reporting units to which goodwill is assigned and attributed and compare that fair value to the carrying value of the reporting unit to determine if an impairment has occurred. We perform our annual impairment testing during the fourth quarter. Impairment testing takes place more often than annually if events or circumstances indicate a change in status that would indicate a potential impairment. We believe that there have been no events or circumstances which would more likely than not reduce the fair value for our reporting units below its carrying value. A reporting unit is an operating segment unless discrete financial information is prepared and reviewed by segment management for businesses one level below that operating segment (a “component”), in which case the component would be the reporting unit. As of September 30, 2026, we had three reporting units.
Intangibles with indefinite useful lives, consisting of trade names, are tested annually for impairment, or when events or changes in circumstances indicate the potential for impairment. If the carrying amount of an indefinite lived intangible asset exceeds its fair value, the intangible asset is written down to its fair value. Fair value is calculated using the relief from royalty method. We amortize the cost of definite-lived intangibles over their estimated useful lives. We also review all of our definite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.
Changes to goodwill are as follows:
| (in millions) | Aerospace & Advanced Technologies | Process Flow Technologies | Total | ||||||||
| Balance as of December 31, 2025 | $ | $ | $ | ||||||||
Acquisition (a)(b) | |||||||||||
| Currency translation | ( | ( | |||||||||
| Balance as of September 30, 2026 | $ | $ | $ | ||||||||
(a) For the period ended September 30, 2026, adjustments within the Aerospace & Advanced Technologies segment of $ | |||||||||||
(b) For the period ended September 30, 2026, adjustments within the Process Flow Technologies segment of $ | |||||||||||
As of September 30, 2026, we had $635.5 million of net intangible assets, of which $22.5 million were intangibles with indefinite useful lives. As of December 31, 2025, we had $149.5 million of net intangible assets, of which $22.9 million were intangibles with indefinite useful lives.
Changes to intangible assets are as follows:
| (in millions) | Nine Months Ended September 30, 2026 | Year Ended December 31, 2025 | |||||||||
| Balance at beginning of period, net of accumulated amortization | $ | $ | |||||||||
Additions (a) | |||||||||||
| Amortization expense | ( | ( | |||||||||
| Currency translation and other | ( | ||||||||||
| Balance at end of period, net of accumulated amortization | $ | $ | |||||||||
(a) For the period ended September 30, 2026, additions of $ | |||||||||||
22
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
A summary of intangible assets are as follows:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||
(dollars in millions) | Weighted Average Amortization Period of Definite Lived Assets (in years) | Gross Asset | Accumulated Amortization | Net | Gross Asset | Accumulated Amortization | Net | ||||||||||||||||||||||||||||||||||
| Intellectual property rights | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Customer relationships and backlog | |||||||||||||||||||||||||||||||||||||||||
| Drawings | |||||||||||||||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
Future amortization expense associated with intangible assets is expected to be:
| (in millions) | |||||
| Remainder of 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| 2031 and after | |||||
Note 11 - Accrued Liabilities
Accrued liabilities consist of:
| (in millions) | September 30, 2026 | December 31, 2025 | |||||||||||||||
| Employee related expenses | $ | $ | |||||||||||||||
| Current lease liabilities | |||||||||||||||||
| Contract liabilities | |||||||||||||||||
| Environmental liabilities | |||||||||||||||||
| Other | |||||||||||||||||
| Total | $ | $ | |||||||||||||||
23
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 12 - Commitments and Contingencies
Environmental Matters
For environmental matters, we record a liability for estimated remediation costs when it is probable that we will be responsible for such costs and they can be reasonably estimated. Generally, third party specialists assist in the estimation of remediation costs. The environmental remediation liability as of September 30, 2026 is substantially related to the former manufacturing site in Goodyear, Arizona (the “Goodyear Site”) discussed below.
On August 12, 2022, Crane Holdings, Co., Crane Company, a then wholly-owned subsidiary of Crane Holdings, Co., and Redco Corporation (f/k/a Crane Co.) (“Redco”) a then wholly-owned subsidiary of Crane Company that held liabilities including asbestos liabilities and related insurance assets, entered into a Stock Purchase Agreement (the “Redco Purchase Agreement”) with Spruce Lake Liability Management Holdco LLC (“Redco Buyer”), an unrelated third party long-term liability management company specializing in the acquisition and management of legacy corporate liabilities, whereby Crane Company transferred to Redco Buyer all of the issued and outstanding shares of Redco (the “Redco Sale”). Pursuant to the terms of the Redco Purchase Agreement, Crane Company and Redco Buyer will each indemnify the other for breaches of representations and warranties, breaches of covenants and obligations and certain liabilities, subject to the terms of the Redco Purchase Agreement. Such covenants and obligations include obligations of Crane Company to indemnify Redco and its affiliates for all other historical liabilities of Redco, which include certain potential environmental liabilities. Crane Holdings, Co. guaranteed the full payment and performance of Crane Company’s indemnification obligations under the Redco Purchase Agreement. On April 3, 2023, Crane Holdings, Co. completed the Separation, pursuant to which, among other things, all outstanding shares of Crane Company were distributed to Crane Holdings, Co.’s stockholders. Upon completion of the Separation, pursuant to the terms of the Redco Purchase Agreement, Crane Holdings, Co. was released from its guarantee of Crane Company’s indemnification obligations under the Redco Purchase Agreement. Prior to the effective date of the Redco Sale, the U.S. Department of Justice agreed that Crane Holdings, Co. and, following completion of the Separation, Crane Company will be primarily liable for the Goodyear Site. The New Jersey Department of Environmental Protection agreed to transfer the liability of the Roseland Site to Crane Holdings, Co., and to further transfer this environmental liability to Crane Company upon effectiveness of the Separation. The potential liability for the Crab Orchard Site referenced below remains a direct obligation of Redco. As noted above, however, Crane Company has agreed to indemnify Redco and Redco Buyer against the Goodyear, Roseland, and Crab Orchard environmental liabilities. Thus, references below in this Note 12 to “we”, and “us” refer to Crane Company in its capacity as the primarily responsible party for the Goodyear and Roseland Sites, and as indemnitor to and agent for the Redco Buyer on the Crab Orchard Site.
Goodyear Site
The Goodyear Site was operated by UniDynamics/Phoenix, Inc. (“UPI”), which became an indirect subsidiary in 1985 when Crane Co. (n/k/a Redco) acquired UPI’s parent company, UniDynamics Corporation. UPI was an indirect subsidiary of Crane Holdings, Co. pre-Separation and became an indirect subsidiary of Crane Company following completion of the Separation. UPI manufactured explosive and pyrotechnic compounds, including components for critical military programs, for the U.S. Government at the Goodyear Site from 1962 to 1993, under contracts with the U.S. Department of Defense and other government agencies and certain of their prime contractors. In 1990, the U.S. Environmental Protection Agency (“EPA”) issued administrative orders requiring UPI to design and conduct certain remedial actions, which UPI has done. Groundwater extraction and treatment systems have been in operation at the Goodyear Site since 1994. On July 26, 2006, we entered a consent decree with the EPA with respect to the Goodyear Site providing for, among other things, a work plan for further investigation and remediation activities (inclusive of a supplemental remediation investigation and feasibility study). During the third quarter of 2014, the EPA issued a Record of Decision (“ROD”) amendment permitting, among other things, additional source area remediation resulting in us recording a charge of $49.0 million, extending the accrued costs through 2022. Following the 2014 ROD amendment, we continued our remediation activities and explored an alternative strategy to accelerate remediation of the site. During the fourth quarter of 2019, we received conceptual agreement from the EPA on our alternative remediation strategy, which is expected to further reduce the contaminant plume. Accordingly, in 2019, we recorded a pre-tax charge of $18.9 million, net of reimbursements, to extend our forecast period through 2027 and reflect our revised workplan. The remediation of the PGA North Site comprises two main remedial components: a plume management and remediation system (in accordance with the requirements of the 2006 Consent Decree) and source area remediation (to comply with the requirements of the 2014 ROD Amendment). The 2019 conceptual agreement and modified remedial approach focused on enhanced extraction of contaminated groundwater and targeted reinjection of treated groundwater and was designed to accelerate remedial progress at the site. The modified remedial approach required certain capital investments and infrastructure upgrades across the broader plume area, with the final components of this approach commissioned in 2022. In addition, the modified source area treatment remedy was commissioned in late 2023. As part of our approved remedial plans, the Company is required to conduct periodic groundwater monitoring to demonstrate the effectiveness of these system enhancements and provide the EPA with a report evaluating remedial performance, restoration time frames and potential inefficiencies (which may warrant further system upgrade or modifications). The year 2027 was selected as a milestone to enable the collection of 3 to 4 years of post-commissioning data, analysis of data and submission of a performance monitoring report to the EPA with recommendations. This report will document the project restoration time frames for groundwater and outline the future operational scheme, including the key milestones for transitioning from active
24
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
groundwater treatment to monitoring only. This report will be submitted to the EPA for approval and in combination with regulatory discussions and consultations, and is expected to provide clarity on future remedial requirements at the site and associated costs. The total estimated gross liability was $10.5 million and $12.9 million as of September 30, 2026 and December 31, 2025, respectively, and as described below, a portion is reimbursable by the U.S. Government. The current portion of the total estimated liability was $7.8
On July 31, 2006, we entered into a consent decree with the U.S. Department of Justice on behalf of the Department of Defense and the Department of Energy pursuant to which, among other things, the U.S. Government reimburses us for 21 % of qualifying costs of investigation and remediation activities at the Goodyear Site. As of September 30, 2026 and December 31, 2025, we recorded a receivable of $1.6 million and $2.3 million, respectively, for the expected reimbursements from the U.S. Government in respect of the aggregate liability as at that date. The receivable is reduced as reimbursements and other payments from the U.S. Government are received.
Other Environmental Matters
Roseland, NJ Site
The Roseland Site was operated by Resistoflex Corporation (“Resistoflex”), which became an indirect subsidiary in 1985 when Crane Co. (n/k/a Redco) acquired Resistoflex’s parent company, UniDynamics Corporation. Resistoflex manufactured specialty lined pipe and fittings at the site from the 1950s until it was closed in the mid-1980s. We undertook an extensive soil remediation effort at the Roseland Site following our closure and had been monitoring the site’s condition in the years that followed. In response to changes in remediation standards, in 2014 we began to conduct further site characterization and delineation studies at the site. We have completed a comprehensive delineation of contaminants of concern in soil, groundwater, surface water, sediment, and indoor air in certain buildings, as well as required soil and groundwater remediation at the site all in accordance with the New Jersey Department of Environmental Protection (“NJDEP”) guidelines and directives. We completed our remediation action reports and subsequently submitted our permit applications for soil and groundwater in April 2021 and March 2024, respectively. Our permit application for soil was accepted by the NJDEP in May 2025, and we expect feedback on our groundwater permit application within two years. We anticipate that only periodic inspections and monitoring will be required at the site for the near to medium term.
Marion, IL Site
Crane Co. (n/k/a Redco) has been identified as a potentially responsible party (“PRP”) with respect to environmental contamination at the Crab Orchard National Wildlife Refuge Superfund Site (the “Crab Orchard Site”). The Crab Orchard Site is located near Marion, Illinois, and consists of approximately 55,000 acres. Beginning in 1941, the United States used the Crab Orchard Site for the production of ordnance and other related products for use in World War II. In 1947, about half of the Crab Orchard Site was leased to a variety of industrial tenants whose activities (which continue to this day) included manufacturing ordnance and explosives. UniDynamics Corporation formerly leased portions of the Crab Orchard Site and conducted manufacturing operations at the Crab Orchard Site from 1952 until 1964. General Dynamics Ordnance and Tactical Systems, Inc. (“GD-OTS”) is in the process of conducting a remedial investigation and feasibility study (“RI-FS”) for portions of the Crab Orchard Site, which include areas where UniDynamics maintained operations, pursuant to an Administrative Order on Consent (the “AOC”). A remedial investigation report was approved in February 2015, and work on the feasibility study is underway. It is unclear when the final feasibility study will be completed, or when a final Record of Decision (“ROD”) may be issued. As noted above, we have agreed to indemnify Redco against the Crab Orchard environmental liabilities, and accordingly we act as Redco’s agent with respect to such liabilities.
GD-OTS asked Crane Co. (n/k/a Redco) to participate in a voluntary, multi-party mediation exercise with respect to response costs that GD-OTS has incurred or will incur in performing its obligations under the AOC, and Crane Co. (n/k/a Redco), the U.S. Government, and other PRPs entered into a non-binding mediation agreement in 2015. We have since stepped into Redco’s position as a participant in the mediation. The first phase of the mediation, involving certain former munitions or ordnance storage areas, began in November 2017, but did not result in a multi-party settlement agreement. Subsequently, Redco entered discussions directly with GD-OTS and reached an agreement, as of July 13, 2021, to contribute toward GD-OTS’s past RI-FS costs associated with the first-phase areas for an immaterial amount. We, as indemnitor, have also agreed to pay a modest percentage of future RI-FS costs and the United States’ claimed past response costs relative to the first-phase areas, a sum that has proven to be and that we expect to continue to be, in the aggregate, an immaterial amount. We understand that
25
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
GD-OTS has also reached agreements with the U.S. Government and other participating PRPs related to the first-phase areas of concern.
Ensuing negotiations between GD-OTS, the U.S. Government and remaining participants with respect to resolution of the U.S. Government’s liability for, and contribution claims with respect to, RI/FS costs associated with the remaining areas of the site, including those portions of the Crab Orchard Site where Redco’s predecessor conducted manufacturing and research activities, have resulted in the consummation of a consent decree for resolving the U.S. Government’s share of RI/FS costs and our liability to the United States for its claimed past response costs, which was entered by the United States District Court for the Southern District of Illinois on June 12, 2025. In addition, we have entered into separate settlement and escrow agreements to memorialize the parties’ agreement with respect to their respective contributions to the United States’ response costs, pursuant to which we made an immaterial payment.
There has not been a resolution of GD-OTS’ claim against us for costs that GD-OTS has incurred and expects to incur in performing its obligations under the AOC. We at present cannot predict when any determination of the ultimate allocable share of GD-OTS response costs for which we may be liable is likely to be completed. Further, none of these discussions, or the recently-entered consent decree, address responsibility for the performance of, or payment of costs incurred in connection with, any remedial design or remedial action that may be required pursuant to the ROD (when it is ultimately issued). It is not possible at this time to reasonably estimate the total amount of any obligation for investigation and remediation of the Crab Orchard Site as a whole because the scope of remaining RI/FS activities, allocation among PRPs, selection of remediation alternatives, and concurrence of regulatory authorities have not yet advanced to the stage where a reasonable estimate can be made. Insurers with contractual coverage obligations for this site have been notified of this potential liability and have been providing coverage, subject to reservations of rights.
Marion, NC Site Hurricane Damage and Recovery
In September 2024, our manufacturing site in Marion, North Carolina was directly affected by flooding from Hurricane Helene. Our insurance covered the repair or replacement of assets that suffered damage or loss and also provided for business interruption coverage, which included lost profits, and reimbursement for other expenses and costs that have been incurred relating to the damages and losses suffered. As of December 31, 2025, the insurance claim has been settled and no additional proceeds are expected to be recovered and no additional costs are expected to be incurred.
For the three and nine months ended September 30, 2025, we incurred expenses of $0.5 million and $6.3 million, respectively, primarily related to damages caused by the hurricane, which included professional fees to restore and maintain the site. These costs are included in Engineering, selling and administrative expenses in the Condensed Consolidated Statements of Operations. On a cumulative basis, we incurred expenses of $29.6 million related to damages caused by the hurricane and received corresponding insurance recoveries of $29.1 million. During the three and nine months ended September 30, 2025, we also received insurance proceeds for lost profits of $2.7 million and $6.7 million, respectively, included in Miscellaneous (expense) income, net in the Condensed Consolidated Statements of Operations.
The following table summarizes the components of Loss from natural disaster, net of insurance recoveries:
| Three Months Ended | Nine Months Ended | ||||||||||
| September 30, | September 30, | ||||||||||
| (in millions) | 2025 | 2025 | |||||||||
| Site clean-up and remediation costs | $ | $ | |||||||||
| Impairment and Repairs of property, plant and equipment | |||||||||||
| Impairment and rework of inventory | |||||||||||
| Other | |||||||||||
| Total expenses and losses | $ | $ | |||||||||
| Insurance recoveries received | ( | ( | |||||||||
| Loss from natural disaster, net of insurance recoveries | $ | $ | |||||||||
| Insurance proceeds for lost profits | $ | $ | |||||||||
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Other Proceedings
We regularly review the status of lawsuits, claims and proceedings that have been or may be asserted against us relating to the conduct of our business, including those pertaining to product liability, including government contracting violations, patent infringement, commercial, employment, employee benefits, environmental and stockholder matters. We record a provision for a liability for such matters when it is considered probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions, if any, are reviewed quarterly and adjusted as additional information becomes available. If either or both of the criteria are not met, we assess whether there is at least a reasonable possibility that a loss, or additional losses, may have been incurred. If there is a reasonable possibility that a loss or additional loss may have been incurred for such matters, we disclose the estimate of the amount of loss or range of loss, disclose that the amount is immaterial, or disclose that an estimate of loss cannot be made, as applicable. We believe that as of September 30, 2026, there was no reasonable possibility that a material loss, or any additional material losses, may have been incurred for such matters, and that adequate provision has been made in our financial statements for the potential impact of all such matters.
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 13 - Financing
Our long-term debt consisted of the following:
| (in millions) | September 30, 2026 | December 31, 2025 | ||||||||||||
| Term Facility | $ | $ | — | |||||||||||
| Total short-term borrowings | $ | $ | — | |||||||||||
Term Facility (a) | $ | $ | ||||||||||||
| Revolving Facility | ||||||||||||||
| Total long-term debt | $ | $ | ||||||||||||
(a) Debt issuance costs totaled $ | ||||||||||||||
On September 30, 2025, Crane Company entered into a credit agreement (the “Credit Agreement”), by and among the Company, as borrower, CR Holdings, C.V., a subsidiary of the Company, as a subsidiary borrower, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Credit Agreement provides for a senior unsecured delayed draw term loan facility in an aggregate principal amount of $900 million (the “Term Facility”), which matures on September 30, 2030, and a senior unsecured revolving facility in an aggregate committed amount of $900 million (the “Revolving Facility”), which also matures on September 30, 2030.
On December 29, 2025, the Company borrowed $900 million under the Term Facility and an additional $250 million under the Revolving Facility. The borrowings under the Term Facility and Revolving Facility were used, along with cash on-hand, to fund the consummation of the Company’s January 2026 acquisitions of Druck, Panametrics, Reuter-Stokes, and Optek.
On February 11, 2026, the Company borrowed $50 million under the Revolving Facility to fund working capital requirements and general corporate purposes. During the nine months ended September 30, 2026, the Company repaid $270 million under the Revolving Facility.
In connection with the entry into the Credit Agreement, the Company’s existing credit agreement, dated as of March 17, 2023, was terminated.
The Revolving Facility allows us to borrow, repay and re-borrow funds from time to time prior to the maturity of the Revolving Facility without any penalty or premium, subject to customary borrowing conditions for facilities of this type and the reimbursement of breakage costs. Borrowings under the Term Facility are prepayable without premium or penalty, subject to customary reimbursement of breakage costs. Borrowings made in U.S. dollars shall bear interest based, at the Company’s option, (i) on an alternate base rate plus a margin, or (ii) on a term SOFR rate plus a margin. Borrowings made in Euros shall bear interest based on an adjusted EURIBOR rate plus a margin. Borrowings made in Canadian Dollars shall bear interest based on an adjusted CORRA rate plus a margin as described below. The margin for each of the foregoing rates (other than the alternate base rate) ranges from 1.50 % to 2.25 % based on the Company’s consolidated total net leverage ratio (the “Pricing Ratio”). The margin for alternate base rate borrowings ranges from 0.50 % to 1.25 % depending on the Pricing Ratio. A commitment fee on the daily unused portion of the commitments under the Revolving Facility will accrue at a rate per annum ranging from 0.20 % to 0.35 % depending on the Pricing Ratio.
The Company will be required to repay borrowings under the Term Facility on the last day of each fiscal quarter, commencing with the last day of the fifth full fiscal quarter ending after the Term Facility Funding Date (such day, the “Amortization Commencement Date”), in an amount equal to (i) with respect to the last day of each of the first through fourth full fiscal quarters ending on or after the Amortization Commencement Date, 0.625 % of the aggregate principal amount of the Term Loans made on the Term Facility Funding Date and (ii) thereafter, 1.25 % of the aggregate principal amount of the Term Loans made on the Term Facility Funding Date. The Revolving Facility is not subject to interim amortization.
The Credit Agreement contains representations and warranties and affirmative and negative covenants customary for credit facilities of this type, including limitations on the Company and its subsidiaries with respect to indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of all or substantially all assets and transactions with affiliates. The Credit Agreement also requires the Company to maintain, as of the last day of each fiscal quarter, (i) a consolidated total net leverage ratio of no greater than 3.75 to 1.00, although such level may, at the Company’s option, be increased by 0.25 upon the consummation of certain permitted acquisitions for certain periods and (ii) a consolidated interest coverage ratio of no greater than 3.00 to 1.00. The Company was in compliance with all such covenants as of September 30, 2026.
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 14 - Fair Value Measurements
Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are to be considered from the perspective of a market participant that holds the asset or owes the liability. The standards also establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
The standards describe three levels of inputs that may be used to measure fair value:
Level 1: Quoted prices in active markets for identical or similar assets and liabilities.
Level 2: Quoted prices for identical or similar assets and liabilities in markets that are not active or observable inputs other than quoted prices in active markets for identical or similar assets and liabilities. Level 2 assets and liabilities include over-the-counter derivatives, principally forward foreign exchange contracts, whose value is determined using pricing models with inputs that are generally based on published foreign exchange rates and exchange traded prices, adjusted for other specific inputs that are primarily observable in the market or can be derived principally from or corroborated by observable market data.
Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
Valuation Technique
The carrying value of our financial assets and liabilities, including cash and cash equivalents, accounts receivable and accounts payable approximate fair value, without being discounted, due to the short periods during which these amounts are outstanding.
We are exposed to certain risks related to our ongoing business operations, including market risks related to fluctuation in currency exchange. We use foreign exchange contracts to manage the risk of certain cross-currency business relationships to minimize the impact of currency exchange fluctuations on our earnings and cash flows. We do not hold or issue derivative financial instruments for trading or speculative purposes. Foreign exchange contracts not designated as hedging instruments had a notional value of $102.5 million and $21.2 million as of September 30, 2026 and December 31, 2025, respectively. Our derivative assets and liabilities include foreign exchange contract derivatives that are measured at fair value using internal models based on observable market inputs such as forward rates and interest rates. Based on these inputs, the derivatives are classified within Level 2 of the valuation hierarchy. Such derivative receivable amounts are recorded within “Other current assets” on our Condensed Consolidated Balance Sheets and were $0.9 million and $1.7 million as of September 30, 2026 and December 31, 2025, respectively. Derivative liability amounts are recorded within “Accrued liabilities” on our Condensed Consolidated Balance Sheets and were $0.9 million as of September 30, 2026. The Company had no such derivative payable as of December 31, 2025.
Note 15 - Subsequent Events
On October 26, 2026, the Company signed an agreement to divest its Crane Building Services & Utilities business for approximately $306 million. The transaction is expected to close in early 2027, subject to customary closing conditions.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Quarterly Report on Form 10-Q contains information about Crane Company 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. You 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.
Reference herein to “Crane,” “the Company,” “we,” “us” and “our” refer to Crane Company and its subsidiaries unless the context specifically states or implies otherwise. References to changes in “core sales” or “core sales growth” in this report include the change in sales excluding the impact of foreign currency translation and acquisitions and divestitures from closing up to the first anniversary, of such acquisitions or divestitures. Amounts in the following discussion are presented in millions, except employee, share and per share data, or unless otherwise stated. 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.
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 you that these statements are not guarantees of future performance and involve risks and uncertainties. These statements should be considered in conjunction with the discussion in Part I, the information set forth under Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. We have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, our actual outcomes and results may differ materially from what we have expressed or forecast in the forward-looking statements. Any differences could result from a variety of factors, including the following:
•The effect of changes in economic conditions in the markets in which we operate, including the impact of U.S. tariff policy and retaliatory tariffs on our business, financial market conditions, end markets for our products, fluctuations in raw material prices, inflationary pressures, supply chain disruptions and access to key raw materials, higher interest rates and the financial condition of our customers and suppliers;
•Economic, social and political instability, geopolitical uncertainties including the ongoing conflict in the Middle East, currency fluctuation and other risks of doing business outside of the United States;
•Our ability to successfully identify, value and integrate acquisitions and to realize synergies and opportunities for growth and innovation;
•The impact of commercial air traffic levels which are affected by a different array of factors including geopolitical instability, general economic conditions and global corporate travel spending, or terrorism;
•Competitive pressures, including the need for technology improvement, successful new product development and introduction, impact from pricing strategies and/or any inability to pass increased costs of raw materials, including tariffs, to customers;
•A reduction in congressional appropriations that affect defense spending;
•The ability of the U.S. government to terminate our government contracts;
•Information systems and technology networks failures and breaches in data security, personally identifiable and other information, non-compliance with our contractual or other legal obligations regarding such information;
•The impact of governmental regulations and failure to comply with those regulations;
•Our ongoing need to attract and retain highly qualified personnel and key management;
•Adverse effects of changes in tax, environmental and other laws and regulations in the United States and other countries in which we operate;
•The outcomes of legal proceedings, claims and contract disputes;
•Investment performance of our pension plan assets and fluctuations in interest rates, which may affect the amount and timing of future pension plan contributions; and
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
•Adverse effects as a result of further increases in environmental remediation activities, costs and related claims.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Recent Transactions and Events
Entry into a Definitive Agreement to Acquire Trillium Flow Technologies
On September 14, 2026, the Company entered into a definitive Purchase Agreement to acquire the U.S. pump business from First Reserve-Backed Trillium Flow Technologies. Trillium Flow Technologies is a leading provider of highly engineered pump technologies primarily serving the U.S. municipal water and wastewater markets. The purchase price of the transaction is approximately $240.0 million, subject to post-closing adjustments. The transaction is expected to close in the fourth quarter of 2026, contingent upon regulatory approvals and the satisfaction of customary closing conditions. The Company intends to finance the acquisition with a combination of cash on hand and our Revolving Facility.
Acquisition of Druck, Panametrics and Reuter-Stokes
On January 1, 2026, the Company completed the acquisition of Druck, Panametrics and Reuter-Stokes from Baker Hughes. Collectively, these businesses are leading providers of sensor-based technologies for aerospace, nuclear and process industries. The Druck brand has been integrated into the Aerospace & Advanced Technologies segment. The Panametrics and Reuter-Stokes brands have been integrated into the Process Flow Technologies segment.
Other Acquisition
On January 1, 2026, the Company completed the acquisition of a leading provider of inline process control optical measurement solutions for biopharma, pharmaceutical and other demanding markets. The acquired company has been integrated into our Process Flow Technologies segment.
Tariff Refunds
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. On March 4, 2026, the U.S. Court of International Trade issued an additional ruling that importers that paid tariffs under the IEEPA are due refunds and ordered 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 its process for submitting IEEPA refund claims.
As the nature, timing, and amount of any such refunds remain uncertain, the Company elected to account for such refunds under the gain contingency model. During the three and nine months ended September 30, 2026, the Company recognized $1.5 million and $20.2 million, respectively, of tariff refunds as a reduction to “Cost of sales” in the Condensed Consolidated Statements of Operations. No portion of the recognized refunds was allocated to inventory, as the underlying inventory to which the refunds related had been sold prior to the respective refund dates. In addition, the Company recognized $0.8 million of interest income related to tariff refunds received through September 30, 2026. The Company reduced net sales by $2.1 million related to tariff refunds.
Outlook
Our sales depend heavily on industries that are cyclical in nature or are subject to market conditions, which may cause customer demand for our products to be volatile and unpredictable. Demand in these industries is affected by fluctuations in domestic and international economic conditions, geopolitical instability including the ongoing conflict in the Middle East, as well as currency fluctuations, commodity costs, tariff impacts, and a variety of other factors.
For 2026, we expect total sales growth in the mid 20%s, driven by the Druck, Panametrics, Reuter-Stokes, and Optek acquisitions, as well as core sales growth at the higher end of our long-term 4-6% 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 core sales growth, lower transaction related expenses and contributions from the Druck, Panametrics, Reuter-Stokes, and Optek acquisitions.
Aerospace & Advanced Technologies
In 2026, we expect Aerospace & Advanced Technologies sales to increase in the mid 20%s range driven by core sales growth modestly above our 7-9% long-term core sales expectation, a mid-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 segment operating profit to increase compared to 2025 due to higher core sales growth 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.
Process Flow Technologies
In 2026, we expect Process Flow Technologies sales to increase in the mid 20%s driven by low single digit core sales growth, a low-20% contribution from the Panametrics, Reuter-Stokes, and Optek acquisitions, as well as a 1% benefit from foreign exchange. We expect core sales to be driven by demand in the water and waste-water, power, nuclear and cryogenic
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
markets. We expect segment operating profit to increase compared to 2025 due primarily to the contribution from the Panametrics, Reuter-Stokes, and Optek acquisition and operating margin to expand slightly compared to 2025 driven primarily by productivity and net price offset by the dilutive impact of the Panametrics, Reuter-Stokes, and Optek acquisitions.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results from Continuing Operations – Three Months Ended September 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 third quarter 2026 versus the third quarter 2025, unless otherwise specified.
| Third Quarter | Favorable/(Unfavorable) Change | ||||||||||||||||||||||
| (dollars in millions) | 2026 | 2025 | $ | %(a) | |||||||||||||||||||
| Net sales | $ | 754.6 | $ | 589.2 | $ | 165.4 | 28.1 | % | |||||||||||||||
| Cost of sales | 440.0 | 337.9 | (102.1) | (30.2) | % | ||||||||||||||||||
| as a percentage of sales | 58.3 | % | 57.3 | % | |||||||||||||||||||
| Engineering, selling and administrative | 174.0 | 132.9 | (41.1) | (30.9) | % | ||||||||||||||||||
| as a percentage of sales | 23.1 | % | 22.6 | % | |||||||||||||||||||
| Operating profit | 140.6 | 118.4 | 22.2 | 18.8 | % | ||||||||||||||||||
| Operating margin | 18.6 | % | 20.1 | % | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest income | 1.2 | 2.2 | (1.0) | (45.5) | % | ||||||||||||||||||
| Interest expense | (13.7) | (1.0) | (12.7) | NM | |||||||||||||||||||
| Miscellaneous (expense) income, net | (1.9) | 0.8 | (2.7) | NM | |||||||||||||||||||
| Total other (expense) income, net | (14.4) | 2.0 | (16.4) | NM | |||||||||||||||||||
| Income from continuing operations before income taxes | 126.2 | 120.4 | 5.8 | 4.8 | % | ||||||||||||||||||
| Provision for income taxes | 28.9 | 29.0 | 0.1 | 0.3 | % | ||||||||||||||||||
| Net income from continuing operations attributable to common shareholders | $ | 97.3 | $ | 91.4 | $ | 5.9 | 6.5 | % | |||||||||||||||
(a) A variance designated as “NM” indicates such calculation is not meaningful. | |||||||||||||||||||||||
Sales increased by $165.4 million, or 28.1%, to $754.6 million in 2026. The period-over-period change in sales included:
•an increase in sales related to the Druck, Panametrics, Reuter-Stokes, and Optek acquisitions of $124.5 million, or 21.1%; and
•an increase in core sales of $45.4 million, or 7.7%.
Cost of sales increased by $102.1 million, or 30.2%, to $440.0 million in 2026. The period-over-period change in cost of sales primarily reflected:
•an increase in cost of sales of $80.1 million, or 23.7%, attributable to the Druck, Panametrics, Reuter-Stokes, and Optek acquisitions;
•the net impact of higher material, labor, and other manufacturing costs of $40.2 million, or 11.9%; partially offset by
•strong productivity gains of $13.9 million, or 4.1%.
Engineering, selling and administrative expenses increased by $41.1 million, or 30.9%, to $174.0 million in 2026, primarily driven by the acquisitions of Druck, Panametrics, Reuter-Stokes and Optek of $37.0 million, or 27.8%, inclusive of integration costs.
Operating profit increased by $22.2 million, or 18.8%, to $140.6 million in 2026, reflecting the changes discussed above.
Interest expense increased by $12.7 million, reflecting the impact of borrowings under the Term Facility and Revolving Facility entered into in December 2025 to finance acquisitions.
Our effective tax rate for the three months ended September 30, 2026 is lower than the prior year’s comparable period, primarily due to higher benefit related to share-based compensation.
Our effective tax rate for the three months ended September 30, 2026 is higher than the statutory U.S. federal tax rate of 21%, primarily due to earnings in jurisdictions with statutory tax rates higher than the U.S., 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.
34
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Comprehensive Income
| Three Months Ended | |||||||||||
| September 30, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Net income | $ | 97.3 | $ | 91.4 | |||||||
| Components of other comprehensive income (loss), net of tax | |||||||||||
| Currency translation adjustment | (2.3) | (8.2) | |||||||||
| Changes in pension and postretirement plan assets and benefit obligation, net of tax | 2.4 | 2.7 | |||||||||
| Other comprehensive (loss) income, net of tax | 0.1 | (5.5) | |||||||||
| Comprehensive income attributable to common shareholders | $ | 97.4 | $ | 85.9 | |||||||
For the three months ended September 30, 2026, comprehensive income was $97.4 million compared to $85.9 million in the same period of 2025. The $11.5 million increase was primarily driven by $5.9 million year-over-year favorable impact of foreign currency translation, primarily related to the euro and British pound, and higher net income of $5.9 million, offset by $0.3 million of changes in pension and postretirement plan assets and benefit obligations.
35
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Segment Results of Operations - Three Months Ended September 30, 2026 and 2025
Aerospace & Advanced Technologies
| Third Quarter | Favorable/(Unfavorable) Change | ||||||||||||||||||||||
| (dollars in millions) | 2026 | 2025 | $ | %(a) | |||||||||||||||||||
| Net sales by product line: | |||||||||||||||||||||||
| Commercial Original Equipment | $ | 137.8 | $ | 99.5 | $ | 38.3 | 38.5 | % | |||||||||||||||
| Military Original Equipment | 79.6 | 76.8 | 2.8 | 3.6 | % | ||||||||||||||||||
| Commercial Aftermarket Products | 63.6 | 67.0 | (3.4) | (5.1) | % | ||||||||||||||||||
| Military Aftermarket Products | 32.0 | 26.9 | 5.1 | 19.0 | % | ||||||||||||||||||
| Other | 31.1 | — | 31.1 | NM | |||||||||||||||||||
| Total net sales | $ | 344.1 | $ | 270.2 | $ | 73.9 | 27.4 | % | |||||||||||||||
| Cost of sales | $ | 204.5 | $ | 162.7 | $ | (41.8) | (25.7) | % | |||||||||||||||
| as a percentage of sales | 59.4 | % | 60.2 | % | |||||||||||||||||||
| Engineering, selling and administrative | $ | 54.2 | $ | 39.8 | $ | (14.4) | (36.2) | % | |||||||||||||||
| as a percentage of sales | 15.8 | % | 14.7 | % | |||||||||||||||||||
| Operating profit | $ | 85.4 | $ | 67.7 | $ | 17.7 | 26.1 | % | |||||||||||||||
| Operating margin | 24.8 | % | 25.1 | % | |||||||||||||||||||
| Supplemental Data: | |||||||||||||||||||||||
Backlog (b) | $ | 1,260.8 | $ | 1,054.1 | $ | 206.7 | 19.6 | % | |||||||||||||||
(a) A variance designated as “NM” indicates such calculation is not meaningful. | |||||||||||||||||||||||
(b) Includes $112.8 million of backlog as of September 30, 2026 pertaining to the Druck acquisition. | |||||||||||||||||||||||
Sales increased $73.9 million, or 27.4%, to $344.1 million in 2026, primarily driven from the impact of the Druck acquisition of $48.4 million, or 17.9%, and higher core sales of $25.7 million, or 9.5%.
•Sales of Commercial Original Equipment increased $38.3 million, or 38.5%, to $137.8 million in 2026, reflecting the impact of the Druck acquisition and strong demand from aircraft manufacturers.
•Sales of Military Original Equipment increased $2.8 million, or 3.6%, to $79.6 million in 2026, reflecting strong demand from defense and space customers and the impact of the Druck acquisition.
•Sales of Commercial Aftermarket Products decreased $3.4 million, or 5.1%, to $63.6 million in 2026, reflecting higher aircraft initial provisioning in the prior year.
•Sales of Military Aftermarket Products increased $5.1 million, or 19.0%, to $32.0 million in 2026, reflecting stronger demand for military products, partly in response to heightened geopolitical tensions globally.
•Other sales increased $31.1 million, reflecting the impact of the Druck acquisition.
Cost of sales increased by $41.8 million, or 25.7%, to $204.5 million in 2026. The period-over-period change in cost of sales primarily reflected:
•the impact of the Druck acquisition of $28.7 million, or 17.6%;
•the net impact of higher material, labor, and other manufacturing costs of $19.6 million, or 12.0%; partially offset by
•strong productivity gains of $5.9 million, or 3.6%.
Engineering, selling and administrative expenses increased by $14.4 million, or 36.2%, to $54.2 million in 2026, primarily driven by the acquisition of Druck of $15.9 million, or 39.9%, partially offset by cost savings and productivity of $2.5 million, or 6.3%.
Operating profit increased by $17.7 million, or 26.1%, to $85.4 million in 2026, reflecting the changes discussed above.
36
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Process Flow Technologies
| Third Quarter | Favorable/(Unfavorable) Change | ||||||||||||||||||||||
| (dollars in millions) | 2026 | 2025 | $ | % | |||||||||||||||||||
| Net sales by product line: | |||||||||||||||||||||||
| Process Valves and Related Products | $ | 321.2 | $ | 238.2 | $ | 83.0 | 34.8 | % | |||||||||||||||
| Commercial Valves | 41.7 | 38.2 | 3.5 | 9.2 | % | ||||||||||||||||||
| Pumps and Systems | 47.6 | 42.6 | 5.0 | 11.7 | % | ||||||||||||||||||
| Total net sales | $ | 410.5 | $ | 319.0 | $ | 91.5 | 28.7 | % | |||||||||||||||
| Cost of sales | $ | 235.5 | $ | 175.2 | $ | (60.3) | (34.4) | % | |||||||||||||||
| as a percentage of sales | 57.4 | % | 54.9 | % | |||||||||||||||||||
| Engineering, selling and administrative | $ | 94.1 | $ | 73.0 | $ | (21.1) | (28.9) | % | |||||||||||||||
| as a percentage of sales | 22.9 | % | 22.9 | % | |||||||||||||||||||
| Operating profit | $ | 80.9 | $ | 70.8 | $ | 10.1 | 14.3 | % | |||||||||||||||
| Operating margin | 19.7 | % | 22.2 | % | |||||||||||||||||||
| Supplemental Data: | |||||||||||||||||||||||
Backlog (a) | $ | 634.1 | $ | 383.0 | $ | 251.1 | 65.6 | % | |||||||||||||||
(a) Includes $224.0 million of backlog as of September 30, 2026 pertaining to the Panametrics, Reuter-Stokes, and Optek acquisitions. | |||||||||||||||||||||||
Sales increased by $91.5 million, or 28.7%, to $410.5 million in 2026, primarily driven by the impact of Panametrics, Reuter-Stokes and Optek acquisitions of $76.1 million, or 23.9% and higher core sales of $19.7 million, or 6.2%, partially offset by unfavorable foreign currency translation of $2.2 million, or 0.7%.
•Sales of Process Valves and Related Products increased by $83.0 million, or 34.8%, to $321.2 million in 2026, primarily driven by the impact of the Panametrics, Reuter-Stokes and Optek acquisitions of $76.1 million, or 31.9%, and the higher core sales of $10.7 million, or 4.5%.
•Sales of Commercial Valves increased by $3.5 million, or 9.2%, to $41.7 million in 2026, reflecting higher core sales of $3.7 million, or 9.7%.
•Sales of Pumps and Systems increased by $5.0 million, or 11.7%, to $47.6 million in 2026, reflecting an increase in core sales.
Cost of sales increased by $60.3 million, or 34.4%, to $235.5 million in 2026. The period-over-period change in cost of sales primarily reflected:
•the impact of the Panametrics, Reuter-Stokes and Optek acquisitions of $51.4 million, or 29.3%; and
•the net impact of higher material, labor, and other manufacturing costs of $20.6 million, or 11.8%; partially offset by
•strong productivity gains of $8.1 million, or 4.6%.
Engineering, selling and administrative expenses increased by $21.1 million, or 28.9%, to $94.1 million, primarily driven by the acquisitions of Panametrics, Reuter-Stokes and Optek.
Operating profit increased by $10.1 million, or 14.3%, to $80.9 million in 2026, reflecting the changes discussed above.
37
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results from Continuing Operations – Nine Months Ended September 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 first nine months of 2026 versus the first nine months of 2025, unless otherwise specified.
| Year-to-Date | Favorable/(Unfavorable) Change | ||||||||||||||||||||||
| (dollars in millions) | 2026 | 2025 | $ | %(a) | |||||||||||||||||||
| Net sales | $ | 2,175.7 | $ | 1,724.0 | $ | 451.7 | 26.2 | % | |||||||||||||||
| Cost of sales | 1,272.3 | 992.8 | (279.5) | (28.2) | % | ||||||||||||||||||
| as a percentage of sales | 58.5 | % | 57.6 | % | |||||||||||||||||||
| Engineering, selling and administrative | 518.4 | 408.8 | (109.6) | (26.8) | % | ||||||||||||||||||
| as a percentage of sales | 23.8 | % | 23.7 | % | |||||||||||||||||||
| Operating profit | 385.0 | 322.4 | 62.6 | 19.4 | % | ||||||||||||||||||
| Operating margin | 17.7 | % | 18.7 | % | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest income | 4.9 | 8.3 | (3.4) | (41.0) | % | ||||||||||||||||||
| Interest expense | (47.1) | (9.8) | (37.3) | NM | |||||||||||||||||||
| Miscellaneous (expense) income, net | (3.5) | 2.9 | (6.4) | NM | |||||||||||||||||||
| Total other expense, net | (45.7) | 1.4 | (47.1) | NM | |||||||||||||||||||
| Income from continuing operations before income taxes | 339.3 | 323.8 | 15.5 | 4.8 | % | ||||||||||||||||||
| Provision for income taxes | 79.0 | 73.8 | (5.2) | (7.0) | % | ||||||||||||||||||
| Net income from continuing operations attributable to common shareholders | $ | 260.3 | $ | 250.0 | $ | 10.3 | 4.1 | % | |||||||||||||||
(a) A variance designated as “NM” indicates such calculation is not meaningful. | |||||||||||||||||||||||
Sales increased by $451.7 million, or 26.2%, to $2,175.7 million in 2026. The period-over-period change in sales included:
•an increase in sales related to the Druck, Panametrics, Reuter-Stokes, and Optek acquisitions of $341.1 million, or 19.8%; and
•an increase in core sales of $96.9 million, or 5.6%.
Cost of sales increased by $279.5 million, or 28.2%, to $1,272.3 million in 2026. The period-over-period change in cost of sales primarily reflected
•an increase in cost of sales of $234.1 million, or 23.6%, attributable to the Druck, Panametrics, Reuter-Stokes, and Optek acquisitions; and
•the net impact of higher material, labor, and other manufacturing costs of $103.6 million, or 10.4%; partially offset by
•strong productivity gains of $41.6 million, or 4.2%; and
•favorable impact of tariff refunds of $20.2 million, or 2.0%.
Engineering, selling and administrative expenses increased by $109.6 million, or 26.8%, to $518.4 million in 2026, primarily driven by the acquisitions of Druck, Panametrics, Reuter-Stokes and Optek of $104.0 million, or 25.4%.
Operating profit increased by $62.6 million, or 19.4%, to $385.0 million in 2026, reflecting the changes discussed above.
Interest expense increased by $37.3 million, reflecting the impact of borrowings under the Term Facility and Revolving Facility entered into in December 2025 to finance acquisitions.
Our effective tax rate for the nine months ended September 30, 2026 is higher than the prior year’s comparable period, primarily due to an increase in non-U.S. taxes, partially offset by higher benefit related to share-based compensation.
Our effective tax rate for the nine months ended September 30, 2026 is higher than the statutory U.S. federal tax rate of 21%, primarily due to earnings in jurisdictions with statutory tax rates higher than the U.S., 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.
38
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Comprehensive Income
| Nine Months Ended | |||||||||||
| September 30, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Net income | $ | 260.3 | $ | 284.9 | |||||||
| Components of other comprehensive income, net of tax | |||||||||||
| Currency translation adjustment | (30.4) | 51.8 | |||||||||
| Changes in pension and postretirement plan assets and benefit obligation, net of tax | 7.2 | 8.1 | |||||||||
| Other comprehensive (loss) income, net of tax | (23.2) | 59.9 | |||||||||
| Comprehensive income attributable to common shareholders | $ | 237.1 | $ | 344.8 | |||||||
For the nine months ended September 30, 2026, comprehensive income was $237.1 million compared to $344.8 million in the same period of 2025. The $107.7 million decrease was primarily driven by a $82.2 million unfavorable impact of foreign currency translation, primarily related to the euro and British pound, and by lower net income of $24.6 million.
39
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Segment Results of Operations - Nine Months Ended September 30, 2026 and 2025
Aerospace & Advanced Technologies
| Year-to-Date | Favorable/(Unfavorable) Change | ||||||||||||||||||||||
| (dollars in millions) | 2026 | 2025 | $ | % | |||||||||||||||||||
| Net sales by product line: | |||||||||||||||||||||||
| Commercial Original Equipment | $ | 392.8 | $ | 290.1 | $ | 102.7 | 35.4 | % | |||||||||||||||
| Military Original Equipment | 248.3 | 221.3 | 27.0 | 12.2 | % | ||||||||||||||||||
| Commercial Aftermarket Products | 179.2 | 184.6 | (5.4) | (2.9) | % | ||||||||||||||||||
| Military Aftermarket Products | 95.1 | 81.3 | 13.8 | 17.0 | % | ||||||||||||||||||
| Other | 86.1 | — | 86.1 | NM | |||||||||||||||||||
| Total net sales | $ | 1,001.5 | $ | 777.3 | $ | 224.2 | 28.8 | % | |||||||||||||||
| Cost of sales | $ | 607.2 | $ | 462.8 | $ | (144.4) | (31.2) | % | |||||||||||||||
| as a percentage of sales | 60.6 | % | 59.5 | % | |||||||||||||||||||
| Engineering, selling and administrative | $ | 148.5 | $ | 114.3 | $ | (34.2) | (29.9) | % | |||||||||||||||
| as a percentage of sales | 14.8 | % | 14.7 | % | |||||||||||||||||||
| Operating profit | $ | 245.8 | $ | 200.2 | $ | 45.6 | 22.8 | % | |||||||||||||||
| Operating margin | 24.5 | % | 25.8 | % | |||||||||||||||||||
A variance designated as “NM” indicates such calculation is not meaningful. | |||||||||||||||||||||||
Sales increased $224.2 million, or 28.8%, to $1,001.5 million in 2026, primarily driven from the impact of the Druck acquisition of $137.2 million, or 17.7%, and higher core sales of $83.5 million, or 10.7%.
•Sales of Commercial Original Equipment increased $102.7 million, or 35.4%, to $392.8 million in 2026, reflecting the impact of the Druck acquisition and strong demand from aircraft manufacturers.
•Sales of Military Original Equipment increased $27.0 million, or 12.2%, to $248.3 million in 2026, primarily reflecting strong demand from defense and space customers and the impact of the Druck acquisition.
•Sales of Commercial Aftermarket Products decreased $5.4 million, or 2.9%, to $179.2 million in 2026, reflecting higher initial aircraft provisioning in the prior year.
•Sales of Military Aftermarket Products increased $13.8 million, or 17.0%, to $95.1 million in 2026, reflecting stronger demand for military products, partly in response to heightened geopolitical tensions globally.
•Other sales increased $86.1 million, reflecting the impact of the Druck acquisition.
Cost of sales increased by $144.4 million, or 31.2%, to $607.2 million in 2026. The period-over-period change in cost of sales primarily reflected:
•the impact of the Druck acquisition of $89.1 million, or 19.3%; and
•the net impact of higher material, labor, and other manufacturing costs of $79.2 million, or 17.1%; partially offset by
•strong productivity gains of $17.7 million, or 3.8%; and
•favorable impact of tariff refunds of $5.5 million, or 1.2%.
Engineering, selling and administrative expenses increased by $34.2 million, or 29.9%, to $148.5 million in 2026, primarily driven by the acquisition of Druck of $40.7 million, or 35.6%, partially offset by cost savings and productivity of $7.6 million, or 6.6%.
Operating profit increased by $45.6 million, or 22.8%, to $245.8 million in 2026, reflecting the changes discussed above.
40
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Process Flow Technologies
| Year-to-Date | Favorable/(Unfavorable) Change | ||||||||||||||||||||||
| (dollars in millions) | 2026 | 2025 | $ | % | |||||||||||||||||||
| Net sales by product line: | |||||||||||||||||||||||
| Process Valves and Related Products | $ | 924.0 | $ | 712.9 | $ | 211.1 | 29.6 | % | |||||||||||||||
| Commercial Valves | 117.8 | 112.7 | 5.1 | 4.5 | % | ||||||||||||||||||
| Pumps and Systems | 132.4 | 121.1 | 11.3 | 9.3 | % | ||||||||||||||||||
| Total net sales | $ | 1,174.2 | $ | 946.7 | $ | 227.5 | 24.0 | % | |||||||||||||||
| Cost of sales | $ | 665.1 | $ | 530.0 | $ | (135.1) | (25.5) | % | |||||||||||||||
| as a percentage of sales | 56.6 | % | 56.0 | % | |||||||||||||||||||
| Engineering, selling and administrative | $ | 282.4 | $ | 219.2 | $ | (63.2) | (28.8) | % | |||||||||||||||
| as a percentage of sales | 24.1 | % | 23.2 | % | |||||||||||||||||||
| Operating profit | $ | 226.7 | $ | 197.5 | $ | 29.2 | 14.8 | % | |||||||||||||||
| Operating margin | 19.3 | % | 20.9 | % | |||||||||||||||||||
Sales increased by $227.5 million, or 24.0%, to $1,174.2 million in 2026, primarily driven by the impact of Panametrics, Reuter-Stokes and Optek acquisitions of $203.9 million, or 21.5% and higher core sales of $13.4 million, or 1.4%.
•Sales of Process Valves and Related Products increased by $211.1 million, or 29.6%, to $924.0 million in 2026, primarily driven by the impact of the Panametrics, Reuter-Stokes and Optek acquisitions of $203.9 million, or 28.6%, favorable foreign currency translation of $9.4 million, or 1.3%.
•Sales of Commercial Valves increased by $5.1 million, or 4.5%, to $117.8 million in 2026, primarily due to favorable foreign currency translation of $2.8 million, or 2.5%, as the British pound strengthened against the U.S. dollar and higher core sales of $2.3 million, or 2.0%.
•Sales of Pumps and Systems increased by $11.3 million, or 9.3%, to $132.4 million in 2026, reflecting an increase in core sales.
Cost of sales increased by $135.1 million, or 25.5%, to $665.1 million in 2026. The period-over-period change in cost of sales primarily reflected:
•the impact of the Panametrics, Reuter-Stokes and Optek acquisitions of $145.1 million, or 27.4%;
•the net impact of higher material, labor, and other manufacturing costs of $24.3 million, or 4.6%; and
•unfavorable foreign currency translation of $7.5 million, or 1.4%; partially offset by
•strong productivity gains of $23.9 million, or 4.5%; and
•impact of tariff refunds of $14.7 million, or 2.8%;
Engineering, selling and administrative expenses increased by $63.2 million, or 28.8%, to $282.4 million, primarily driven by the acquisitions of Panametrics, Reuter-Stokes and Optek.
Operating profit increased by $29.2 million, or 14.8%, to $226.7 million in 2026, reflecting the changes discussed above.
41
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
| Nine Months Ended | ||||||||||||||
| September 30, | ||||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||
| Net cash provided by (used for): | ||||||||||||||
| Operating activities from continuing operations | $ | 221.2 | $ | 189.0 | ||||||||||
| Investing activities from continuing operations | (1,360.9) | (43.4) | ||||||||||||
| Financing activities | (270.6) | (296.9) | ||||||||||||
Discontinued operations (a) | — | 213.6 | ||||||||||||
| Effect of exchange rates on cash and cash equivalents | (3.8) | 19.2 | ||||||||||||
| (Decrease) increase in cash and cash equivalents | $ | (1,414.1) | $ | 81.5 | ||||||||||
(a) For the nine months ended September 30, 2025, the cash provided by discontinued operations is from the sale of the Engineered Materials business. See Note 3, “Discontinued Operations” to the Condensed Consolidated Financial Statements for additional information. | ||||||||||||||
Our operating philosophy is to deploy cash provided from operating activities, when appropriate, to provide value to stockholders by reinvesting in existing businesses, by making acquisitions that will strengthen and complement our portfolio, by divesting businesses that are no longer strategic or aligned with our portfolio and where such divestitures can generate capacity for strategic investments and initiatives that further optimize our portfolio, and by paying dividends and/or repurchasing shares. At any given time, and from time to time, we may be evaluating one or more of these opportunities, although we cannot assure you if or when we will consummate any such transactions.
Our current cash balance, together with cash we expect to generate from future operations and borrowing capacity available under our revolving credit facility, is expected to be sufficient to finance our short-term and long-term capital requirements.
In September 2025, we entered into a $900 million senior unsecured delayed draw term loan facility (the “Term Facility”), which matures on September 30, 2030, and a $900 million senior unsecured revolving facility (the “Revolving Facility”), which also matures on September 30, 2030. In December 2025, the Company borrowed $900 million under the Term Facility and an additional $250 million under the Revolving Facility. The borrowings under the Term Facility and Revolving Facility were used, along with cash on-hand, to fund the Company’s January 2026 acquisitions of Druck, Panametrics, Reuter-Stokes, and Optek.
On February 11, 2026, the Company borrowed $50 million under the Revolving Facility to fund working capital requirements and general corporate purposes. During the nine months ended September 30, 2026, the Company repaid $270 million under the Revolving Facility.
Operating Activities
Cash provided by operating activities from continuing operations was $221.2 million in the first nine months of 2026, compared to $189.0 million during the same period last year. The increase in cash provided by operating activities from continuing operations was primarily driven by the $41.5 million increase in net income from continuing operations adjusted for the exclusion of non-cash items, offset by a $9.3 million net unfavorable change in operating assets and liabilities.
Investing Activities
Cash flows relating to investing activities from continuing operations consist primarily of cash used for acquisitions of businesses and capital expenditures. Cash used for investing activities from continuing operations was $1,360.9 million in the first nine months of 2026, compared to $43.4 million in the comparable period of 2025. The increase in cash used for investing activities was primarily attributable to the aggregate cash paid of $1,323.6 million for the acquisitions of Druck, Panametrics, Reuter-Stokes and Optek, offset by a $6.3 million decrease in capital expenditures. Capital expenditures are made primarily for increasing capacity, replacing equipment, supporting new product development, and improving information systems.
Financing Activities
Financing cash flows consist primarily of dividend payments to stockholders, repayments of indebtedness, proceeds from our Credit Facilities and proceeds from the issuance of common stock in connection with employee stock plans.
Cash used for financing activities was $270.6 million during the first nine months of 2026, compared to $296.9 million in the comparable period of 2025. The decrease in cash used for financing activities was primarily driven by $50.0 million of borrowings under the Company’s Revolving Facility during the first quarter of 2026, partially offset by a $22.5 million increase in long-term debt repayments.
42
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in the information called for by this item since the disclosure in our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 4. Controls and Procedures
Disclosure Controls and Procedures. The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this quarterly report. The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that are filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that the information is accumulated and communicated to the Company’s Chief Executive Officer and Chief Financial Officer to allow timely decisions regarding required disclosure. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that these controls are effective as of the end of the period covered by this quarterly report.
Changes in Internal Control over Financial Reporting. During the fiscal quarter ended September 30, 2026, there were no changes in the Company’s internal control over financial reporting, identified in connection with our evaluation thereof, that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
43
Part II: Other Information
Item 1. Legal Proceedings
Discussion of legal matters is incorporated by reference from Part 1, Item 1, Note 12, “Commitments and Contingencies”, of this Quarterly Report on Form 10-Q, and should be considered an integral part of Part II, Item 1, “Legal Proceedings.”
Item 1A. Risk Factors
Information regarding risk factors appears in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) Not applicable
(b) Not applicable
(c) Share Repurchases
We did not make any open-market share repurchases of our common stock during the quarter ended September 30, 2026. We routinely receive shares of our common stock as payment for stock option exercises and the withholding taxes due on stock option exercises and the vesting of restricted share units from stock-based compensation program participants.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable
Item 5. Other Information
During the three months ended September 30, 2026, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement
44
Item 6. Exhibits
| Exhibit 31.1* | |||||||||||
| Exhibit 31.2* | |||||||||||
| Exhibit 32.1** | |||||||||||
| Exhibit 32.2** | |||||||||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. | ||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema (filed herewith) | ||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase (filed herewith) | ||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase (filed herewith) | ||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase (filed herewith) | ||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase (filed herewith) | ||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||||||||
* Filed with this report
** Furnished with this report
45
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, thereunto duly authorized.
| CRANE COMPANY | ||||||||
| REGISTRANT | ||||||||
| Date | ||||||||
| October 29, 2026 | By | /s/ Alejandro A. Alcala | ||||||
| Alejandro A. Alcala | ||||||||
| President and Chief Executive Officer | ||||||||
| Date | By | /s/ Richard A. Maue | ||||||
| October 29, 2026 | Richard A. Maue | |||||||
| Executive Vice President and Chief Financial Officer | ||||||||
46
Exhibit 31.1
CERTIFICATION
I, Alejandro A. Alcala, certify that:
(1)I have reviewed this Quarterly Report on Form 10-Q of Crane Company;
(2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4)The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
(5)The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| By /s/ Alejandro A. Alcala | ||
| Alejandro A. Alcala | ||
| President and Chief Executive Officer | ||
| October 29, 2026 | ||
Exhibit 31.2
CERTIFICATION
I, Richard A. Maue, certify that:
(1) I have reviewed this Quarterly Report on Form 10-Q of Crane Company;
(2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4)The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
(5)The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| By /s/ Richard A. Maue | ||
| Richard A. Maue | ||
| Principal Financial Officer | ||
| October 29, 2026 | ||
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Crane Company (the “Registrant”) on Form 10-Q for the quarter ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Alejandro A. Alcala, President and Chief Executive Officer of the Registrant, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, hereby certify to the best of my knowledge that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
This Certification accompanies this Quarterly Report on Form 10-Q and shall not be treated as having been filed as part of this Quarterly Report on Form 10-Q.
| By /s/ Alejandro A. Alcala | ||
| Alejandro A. Alcala | ||
| President and Chief Executive Officer | ||
| October 29, 2026 | ||
Exhibit 32.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Crane Company (the “Registrant”) on Form 10-Q for the quarter ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard A. Maue, Principal Financial Officer of the Registrant, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, hereby certify to the best of my knowledge that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
This Certification accompanies this Quarterly Report on Form 10-Q and shall not be treated as having been filed as part of this Quarterly Report on Form 10-Q.
| By /s/ Richard A. Maue | ||
| Richard A. Maue | ||
| Principal Financial Officer | ||
| October 29, 2026 | ||