Exhibit 99.1

Dear Crane Holdings, Co. Stockholder:

In March 2022, we announced our plan to separate Crane Holdings, Co. into two stand-alone, publicly traded companies through the spin-off to our stockholders of all of our businesses, other than our Payment & Merchandising Technologies segment. Upon completion of the spin-off, Crane Holdings, Co. will be renamed “Crane NXT, Co.” and will continue to operate our Payment & Merchandising Technologies segment as an industrial technology pure-play, and a market leader, in the global payment and currency markets.

The new company distributed to Crane Holdings, Co. stockholders in the spin-off, Crane Company, will hold our Aerospace & Electronics and Process Flow Technologies global growth platforms, as well as our Engineered Materials segment. Crane Company will be a focused, leading global provider of mission critical, highly-engineered products and solutions well-positioned to accelerate organic growth in its large and attractive end markets, benefit from favorable secular trends and apply its proven processes to drive growth through new product development and commercial excellence. Crane Company is expected to have a strong, well-capitalized balance sheet underpinning a flexible capital deployment strategy focused on supporting its organic and inorganic strategic growth objectives, while returning cash to stockholders through a competitive dividend.

We believe Crane NXT, Co. and Crane Company will each be better positioned as stand-alone companies focused on their respective industries, and to attract a stockholder base aligned with their respective value propositions and capital allocation strategies. Consequently, Crane Holdings, Co. believes that both the long-term earnings and growth potential, as well as the long-term value for our stockholders, will be enhanced as a result of separating its current portfolio into two independent, publicly traded companies.

The spin-off will be effected through a pro rata distribution of all of the outstanding shares of Crane Company common stock to holders of Crane Holdings, Co. common stock in a transaction that is intended to be tax-free to holders of Crane Holdings, Co. common stock for U.S. federal income tax purposes. Each Crane Holdings, Co. stockholder will receive one share of Crane Company common stock for every one share of Crane Holdings, Co. common stock held on [●], the record date for the distribution. Stockholder approval of the distribution is not required, and you do not need to take any action to receive the shares of Crane Company common stock to which you are entitled as a Crane Holdings, Co. stockholder. In addition, you do not need to pay any consideration or surrender or exchange your Crane Holdings, Co. common stock in order to receive shares of Crane Company common stock.

We expect Crane Company common stock to be approved for listing on the New York Stock Exchange (“NYSE”) under the ticker symbol “CR.” Following the distribution, Crane Holdings, Co. will be renamed “Crane NXT, Co.” and intends for its common stock to continue to trade on the NYSE under a new ticker symbol, “CXT.”

I encourage you to read the attached information statement, which is being made available to all holders of Crane Holdings, Co. common stock as of [●]. The information statement describes the separation and distribution in detail and contains important business and financial information about Crane Company.

We believe the separation provides significant opportunities for our businesses as we work to continue to build long-term value for our stockholders. We appreciate your continuing support of Crane Holdings, Co. and look forward to your future support of Crane Company.

Sincerely,

James L. L. Tullis

Chairman of the Board

Crane Holdings, Co.

Dear Future Crane Company Stockholder:

I am delighted to welcome you as a future stockholder of our company, Crane Company, which will soon begin operating independently as a focused, leading global provider of mission critical, highly-engineered products and solutions, primarily for the aerospace, defense and process industry markets.

Crane Company’s businesses have a long heritage of success dating back to 1855, and today, we have an attractive financial profile as a result of our differentiated technologies, the mission-critical nature of our products across niche markets, strong secular industry tailwinds and a relentless focus on operational excellence. Following the separation, Crane Company will have a simpler business mix and structure that we believe will permit us to drive stockholder value by focusing on our two global strategic growth platforms, and aligning and optimizing our strategy and capital allocation with those businesses. We are confident in our ability to create value for many reasons, including the following:

We encourage you to learn more about us and our value enhancing strategic initiatives by reading the attached information statement. Our prospects are very bright, and we thank you in advance for your support as a future stockholder of Crane Company.

Sincerely,

Max H. Mitchell

President and Chief Executive Officer

Crane Company

Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the U.S. Securities and Exchange Commission under the U.S. Securities Exchange Act of 1934, as amended.

PRELIMINARY AND SUBJECT TO COMPLETION, DATED DECEMBER 15, 2022

INFORMATION STATEMENT

CRANE COMPANY

Common Stock

(par value $1.00 per share)

This information statement is being furnished in connection with the distribution by Crane Holdings, Co. to its stockholders of the outstanding shares of common stock of Crane Company, a wholly-owned subsidiary of Crane Holdings, Co. Prior to such distribution, Crane Holdings, Co., Crane Company and their applicable affiliates will consummate a series of transactions, resulting in Crane Holdings, Co. owning Crane’s (as defined below) Payment & Merchandising Technologies segment and Crane Company owning all of Crane’s other businesses, including its Aerospace & Electronics and Process Flow Technologies global growth platforms, as well as its Engineered Materials segment, as more fully described in this information statement. Crane Holdings, Co. will distribute 100% of the outstanding shares of Crane Company common stock on a pro rata basis to existing stockholders of Crane Holdings, Co. The distribution is subject to certain conditions, as set forth in this information statement. Upon completion of the distribution, Crane Holdings, Co. will be renamed “Crane NXT, Co.”

For every one share of Crane Holdings, Co. common stock held of record by you as of 5:00 p.m. local New York City time on [●], the record date for the distribution, you will receive one share of Crane Company common stock. We expect Crane Company common stock will be distributed by Crane Holdings, Co. to you on or about [●], the distribution date. As discussed under the section of this information statement entitled “The Separation and Distribution—Trading Between the Record Date and the Distribution Date,” if you sell your shares of Crane Holdings, Co. common stock in the “regular-way” market after the record date and before the distribution date, you also will be selling your right to receive shares of Crane Company common stock in connection with the spin-off.

We are not asking you for a proxy and you are not requested to send Crane Holdings, Co. a proxy. No vote of Crane Holdings, Co.’s stockholders is required in connection with the spin-off. You will not be required to pay any consideration or to exchange or surrender your existing shares of Crane Holdings, Co. or to take any other action to receive on the distribution date the shares of Crane Company to which you are entitled.

The distribution is intended to be tax-free to Crane Holdings, Co. stockholders for U.S. federal income tax purposes. You should consult your tax advisor as to the particular consequences of the spin-off to you, including the applicability and effect of any U.S. federal, state and local, and any foreign, tax laws.

There is no current trading market for Crane Company common stock, although we expect that a limited market, commonly known as a “when-issued” trading market, will develop on or shortly before the record date for the distribution, and we expect “regular-way” trading of Crane Company common stock to begin on the first trading day following the completion of the distribution. We intend to apply to list Crane Company common stock on the New York Stock Exchange (“NYSE”) under the symbol “CR,” and Crane Holdings, Co. will be renamed “Crane NXT, Co.” and intends to change the symbol for its common stock currently listed on the NYSE to “CXT.”

In reviewing the information statement, you should carefully consider the matters described under the section of this information statement entitled “Risk Factors” beginning on page 31.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.

This information statement does not constitute an offer to sell or the solicitation of an offer to buy any securities.

This information statement is first being made available to Crane Holdings, Co. stockholders on or about [●].

The date of this information statement is [●].

A Notice of Internet Availability of Information Statement Materials containing instructions describing how to access this information statement was first mailed to Crane Holdings, Co. stockholders on or about [●]. This information statement will be mailed to Crane Holdings, Co. stockholders who previously elected to receive a paper copy of Crane Holdings, Co. materials.

TABLE OF CONTENTS

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PRESENTATION OF INFORMATION

Except as otherwise indicated or unless the context otherwise requires, the information included in this information statement, including the supplemental audited annual combined financial statements and supplemental unaudited interim condensed combined financial statements of Crane Company, which are comprised of the assets and liabilities of all of Crane’s (as defined below) businesses (excluding its Payment & Merchandising Technologies business), including its Aerospace & Electronics and Process Flow Technologies global growth platforms, as well as its Engineered Materials segment, assumes the completion of all the transactions referred to in this information statement in connection with the separation and distribution (together, the “spin-off”).

Unless the context otherwise requires or as otherwise specified herein, references in this information statement to (i) “Crane Holdings, Co.” refers to the Delaware corporation Crane Holdings, Co., prior to the closing of the spin-off, (ii) “Crane” refers to Crane Holdings, Co. and its consolidated subsidiaries (including Crane Company and its combined subsidiaries), in each case, prior to giving effect to the spin-off, (iii) “Crane Company” refers to the Delaware corporation Crane Company, which is the company whose shares of common stock will be distributed to the stockholders of Crane Holdings, Co in the distribution, (iv) the “Company,” “we,” “us,” and “our” refer to Crane Company and its combined subsidiaries, in each case, after giving effect to the spin-off, (v) “Crane NXT, Co.” refers to the Delaware corporation Crane NXT, Co. (which shall be known as Crane Holdings, Co. prior to the completion of the spin-off), following the closing of the spin-off and (vi) “Crane NXT” refers to Crane NXT, Co. and its consolidated subsidiaries (other than Crane Company and its combined subsidiaries), in each case, after giving effect to the spin-off.

This information statement is being furnished solely to provide information to Crane Holdings, Co. stockholders who will receive shares of Crane Company common stock in the distribution. It is not, and is not to be construed as, an inducement or encouragement to buy or sell any of Crane Company’s securities or any securities of Crane Holdings, Co. or Crane NXT, Co. This information statement describes Crane Company’s businesses, Crane Company’s relationship with Crane Holdings, Co. and Crane NXT and how the spin-off affects Crane Holdings, Co. and its stockholders, and provides other information to assist you in evaluating the benefits and risks of holding or disposing of Crane Company common stock that you will receive in the distribution. You should be aware of certain risks relating to the spin-off, Crane Company’s businesses and ownership of Crane Company common stock, which are described under the section of this information statement entitled “Risk Factors.”

FINANCIAL STATEMENT INFORMATION

This information statement includes certain historical consolidated financial and other data for Crane and certain supplemental historical combined financial and other data for the Company. In connection with the spin-off, Crane Company will become a stand-alone, publicly traded company and the direct or indirect holder of the assets and liabilities of all of Crane’s businesses (excluding its Payment & Merchandising Technologies business), including its Aerospace & Electronics and Process Flow Technologies global growth platforms, as well as its Engineered Materials segment. Crane Company is the registrant under the registration statement of which this information statement forms a part and will be the financial reporting entity following the completion of the spin-off. Crane Holdings, Co., which will be renamed “Crane NXT, Co.”, is presently, and will continue to be, a financial reporting entity following the spin-off. Notwithstanding the legal form of the spin-off described elsewhere in this information statement, for accounting and financial reporting purposes, Crane’s Payment & Merchandising Technologies segment will be presented as being spun-off from Crane (the reverse of its legal form—a “reverse spin”). This presentation is in accordance with generally accepted accounting principles in the U.S. (“GAAP”), specifically Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 505-60, “Spinoff and Reverse Spinoffs,” and is primarily a result of, among other factors, Crane Company’s (which is the legal spinnee) larger operations, greater tangible assets, greater fair value and greater net sales, in each case, relative to Crane NXT. Further, Crane has determined that Crane best represents the

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predecessor entity to Crane Company. As such, the historical audited consolidated financial statements included in this information statement are Crane’s historical financial statements. Crane’s historical results are not representative of the results that Crane Company would have achieved as a separate, publicly traded company nor indicative of the results expected for any future period. As a result, this information statement also includes supplemental historical audited combined financial statements of Crane Company, which were prepared on a “carve-out” basis and derived from Crane’s consolidated financial statements and accounting records. These supplemental combined financial statements reflect Crane Company’s combined historical financial position, results of operations and cash flows as they were historically managed in accordance with GAAP. The supplemental combined financial statements may not be indicative of Crane Company’s future performance and do not necessarily reflect what the financial position, results of operations and cash flows would have been had Crane Company operated as an independent, publicly traded company during the periods presented, particularly because of changes Crane Company expects to experience in the future as a result of the spin-off.

This information statement also includes an unaudited pro forma condensed consolidated balance sheet as of September 30, 2022 and unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2022 and the years ended December 31, 2021, 2020 and 2019, which present Crane Company’s combined financial position and results of operations after giving effect to the separation and distribution, and the other transactions described under “Unaudited Pro Forma Condensed Consolidated Financial Statements.” The unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of the operating results or financial position that would have occurred if the relevant transactions had been consummated on the date indicated, nor is it indicative of future operating results.

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

You should read the section of this information statement entitled “Unaudited Pro Forma Condensed Consolidated Financial Statements” and “Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements,” which are qualified in their entirety by reference to the audited consolidated financial statements of Crane and related notes thereto, the supplemental audited combined financial statements of Crane Company and related notes thereto and the financial and other information contained in this information statement, including in the sections of this information statement entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane Company (Supplemental).”

MARKET, INDUSTRY AND OTHER DATA

Unless otherwise indicated, information contained in this information statement concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market share, is based on information from third-party sources, our own analysis of data received from these third-party sources, our own internal data, market research that we commission and management estimates. Our management estimates are derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. Assumptions and estimates of our and our industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the section of this information statement entitled “Risk Factors.” These and other factors could cause future performance to differ materially from our assumptions and estimates. For additional information, see the sections of this information statement entitled “Risk Factors” and “Forward-Looking Statements.”

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TRADEMARKS AND TRADE NAMES

We own or have rights to use the trademarks and trade names that we use in conjunction with the operation of our business. This information statement also contains additional trade names, trademarks and service marks belonging to other companies. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

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In 2021, Crane Company total sales were $2,063 million, with operating profit of $251 million and operating margin of 12.1%.¹

 

The Company’s Revenue Split (2021)2
By Segment		By Destination

 

Our Global Strategic Growth Platforms

There are a number of commonalities across our A&E and PFT segments. Both platforms compete in niche, long cycle markets where deep technological expertise and proprietary offerings are critical to reliably meet demanding customer specifications, qualifications and regulatory requirements. Given the high cost of failure in the environments in which we compete, customers require a partner they can trust. Customers choose Crane Company for its consistently high levels of engineering that can meet the specifications of highly regulated end markets, as well as the breakthrough innovation we offer. Our robust intellectual property (“IP”) portfolio stems from years of organic investment in research and development (“R&D”) across our platforms which supports numerous new product introductions and allows each business to support above-market growth with continued margin expansion.

 

1	Includes $232 million of sales and $37.8 million of operating profit generated by Crane Supply which was divested in May 2022.

2	Includes $232 million of sales (11% of 2021 sales) in the PFT segment generated by Crane Supply which was divested in May 2022. All Crane Supply sales were generated in Canada.

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Our A&E management team has a track record of leveraging CBS and operational excellence to drive productivity and growth, to enhance core capabilities and to expand into adjacent markets both organically and through acquisitions. CBS has been a key driver during the coronavirus (“COVID-19”) pandemic’s operating margin performance period, with margins averaging 22% in the pre-COVID-19 period 2011 through 2019, and consistently in the 20% to 24% range during that period. As air traffic returns to pre-COVID-19 levels, our expectation is that operating margins should return to their pre-COVID-19 range.

 

		Aerospace & Electronics Operating Profit Margin

Process Flow Technologies

Our PFT segment is a provider of highly engineered fluid handling equipment for mission critical applications that require high reliability and the segment is comprised of Process Valves and Related Products, Pumps and Systems and Commercial Valves.

 

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Process Valves and Related Products: Manufactures a wide range of on/off isolation valves, including check valves, sleeved plug valves, lined valves, process ball valves, high performance butterfly valves, bellows sealed globe valves, aseptic and industrial diaphragm valves and multi / quarter-turn valves actuation. Other related products include lined pipe, fittings and hoses, air operated diaphragm and peristaltic pumps, instrumentation and sampling systems, valve positioning and control systems, valve diagnostic and calibration systems. Across the portfolio, the primary focus is on chemical, pharmaceutical and general industrial end markets. Manufacturing facilities, along with sales and service centers, are located across North America, Europe, the Middle East, Asia and Australia.

 

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Pumps and Systems: Manufactures pumps products for water and wastewater applications, primarily in the United States municipal and industrial markets.

 

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Commercial Valves: Manufactures valves and related products for the non-residential construction, gas utility and municipal markets. The primary geographies served by the manufacturing operations are the United Kingdom, the Middle East and continental Europe.

Our portfolio strategically targets high growth, less cyclical markets, including chemical, general industrial, water and wastewater and pharmaceutical. We expect these industries to be outsized growth segments of the market, driven by investment in sustainability and clean energy, aging infrastructure, tightening wastewater regulations and an aging population with a growing demand for healthcare.

Crane has a strong track record of innovation and being a pioneer in the industry, “writing the book” on the flow of fluids with Technical Paper 410, which is still used as the definitive authority on the topic for engineers, professionals and other practitioners. By focusing on accelerating the rate of innovation through R&D investment, we have driven incremental market capture and supported new product sales vitality at our Process Solutions business, more than doubling the percentage of sales derived from recent product introductions from

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2018 to 2021. New product development has also helped shift the business further into the aforementioned high growth verticals of chemical, general industrial, water and wastewater and pharmaceutical.

Through execution of CBS, we have driven operating margin expansion from under 6% in 2003 to 9.8% in 2017, and to 15.2% in 2021 with opportunity for additional operational upside. Our PFT management team has a long track record of leveraging CBS to drive productivity and growth, to enhance core capabilities and to expand into adjacent markets both organically and through mergers and acquisitions.

 

		Process Flow Technologies Operating Profit Margin

Competitive Strengths

We deliver leading mission critical products across our PFT and A&E segments in attractive end markets.

At our PFT segment, we have delivered above-market growth in our core target markets (chemical, water and wastewater, pharmaceutical and general industrial), and we have actively shifted our portfolio to these markets which have strong secular growth trends, as well as limited cyclicality relative to energy-focused markets.

Our A&E segment is well-positioned across major commercial and military aerospace platforms, as well as next generation commercial, military and space platforms. We believe our balanced business mix positions us well to benefit from accelerating growth across both military and commercial market segments, and our technology investments have positioned us to benefit from a number of key secular trends in the industry, including electrification, increasing power requirements and demand for enhanced fuel efficiency.

In addition to our market positioning, we believe several key attributes add to the strength of each business and position us for future growth: (i) delivering mission critical, high cost of failure solutions protected by strong IP positions, (ii) a track record of innovation and strong R&D investment, (iii) the contribution of CBS and (iv) our healthy financial position. Each of these attributes is described in more detail below.

Mission critical, high cost of failure solutions protected by strong IP positions.

Across both our PFT and A&E segments, we offer diverse products and solutions that are mission critical, high cost of failure and protected by strong IP positions. The high level of specification and regulation across both platforms drives stickiness and underpins our strong aftermarket profile (estimated to be ~40% of revenue) while differentiating us from competitors. Our products reflect relatively limited input costs for customers despite the high cost of failure and downtime, which leads to limited turnover across our customer base. Moreover, we participate in long cycle markets in which deep technological expertise and specialized offerings are critical to reliably meet demanding customer specifications, qualifications and regulatory requirements.

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RISK FACTORS

You should carefully consider the risks and uncertainties described below, together with the information included elsewhere in this information statement. The risks and uncertainties described below are those that we have identified as material, but are not the only risks and uncertainties facing Crane Company. Our business is also subject to general risks and uncertainties that affect many other companies, such as market conditions, geopolitical events, changes in laws or accounting rules, fluctuations in interest rates, terrorism, wars or conflicts, major health concerns, natural disasters, or other disruptions of expected economic or business conditions. Additional risks and uncertainties not currently known to us or that we currently believe are immaterial also may impair our business, including our results of operations, liquidity and financial condition.

Risks Related to Our Business

Macroeconomic fluctuations may harm our business, results of operations and stock price.

Our business, financial condition, operating results and cash flows may be adversely affected by changes in global economic conditions and geopolitical risks, including credit market conditions, trade policies, levels of consumer and business confidence, commodity prices and availability, inflationary pressures, exchange rates, levels of government spending and deficits, political conditions, and other challenges that could affect the global economy including impacts associated with economic sanctions imposed against Russia, including any territory within the Ukraine that Russia has occupied, in response to their recent invasion of Ukraine. These economic and geopolitical conditions could affect businesses such as ours in a number of ways. Such conditions could have an adverse impact on our flexibility to react to changing economic and business conditions and on our ability to fund our operations. In addition, restrictions on credit availability could adversely affect the ability of our customers to obtain financing for significant purchases and could result in decreases in or cancellation of orders for our products and services, as well as impact the ability of our customers to make payments. Similarly, credit restrictions may adversely affect our supplier base and increase the potential for one or more of our suppliers to experience financial distress or bankruptcy. See “Specific Risks Related to Our Reportable Segments” in this section of the information statement.

Our ability to source components and raw materials from our suppliers could be disrupted or delayed in our supply chain which could adversely affect our results of operations.

Our operations require significant amounts of necessary components and raw materials. We deploy a continuous, company-wide process to source our components and raw materials from fewer suppliers, and to obtain parts from suppliers in low-cost countries where possible. Due to a variety of global factors, our business has been experiencing, and may continue to experience, supply chain disruptions from an insufficient availability of certain components and raw materials and substantial freight delays in obtaining them. If we are unable to timely source these components or raw materials, our operations may be disrupted, or we could experience a delay or temporary stoppage in certain of our manufacturing operations. We believe that our supply management and production practices are based on an appropriate balancing of the foreseeable risks and the costs of alternative practices. Nonetheless, reduced availability or interruption in supplies, whether resulting from more stringent regulatory requirements; supplier financial condition; increases in duties and tariff costs; disruptions in transportation; an outbreak of a severe public health pandemic, such as the COVID-19 pandemic; severe weather; the occurrence or threat of wars, including Russia’s recent invasion of Ukraine or other conflicts, could have an adverse effect on our financial condition, results of operations and cash flows.

The effects of the ongoing COVID-19 pandemic on our business is uncertain and may adversely affect our results of operations and cash flows.

The COVID-19 pandemic has had and may continue to have an adverse impact on our operations and financial performance, as well as on the operations and financial performance of many of the customers and suppliers in

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industries that we serve. The COVID-19 pandemic continues to present business challenges, and we continue to experience impacts related to COVID-19, primarily in disruptions in global supply chains, delays in supplier deliveries, higher raw material prices, delays in deliveries to customers, travel restrictions, site access and quarantine restrictions, and employee absences. Because the severity, magnitude and duration of the COVID-19 pandemic and its economic consequences remain uncertain and rapidly changing, it is difficult to predict the extent of the pandemic’s impact on our operations and financial performance. Further, the ultimate impact of the COVID-19 pandemic on our operations and financial performance depends on many factors that are not within our control, including, but not limited to, duration of the pandemic, potential subsequent waves of COVID-19 infection or potential new variants, the effectiveness and adoption of COVID-19 vaccines and therapeutics, governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic (including shutdown orders, border closings, restrictions on travel and transport and workplace restrictions); and resulting supplier impacts. In addition, to the extent global vaccination programs do not achieve intended results and a longer period of economic and global supply chain and related disruption continues, the more adverse the impact will be on our business operations, financial performance and results of operations. As the impact of the COVID-19 pandemic on the economy and our operations evolves, we will continue to assess our liquidity needs. Worsening worldwide disruption could materially affect our future access to our sources of liquidity, particularly our cash flows from operations and access to credit markets, which could impact our financial condition, capitalization and capital investments. Conditions in the financial and credit markets may also limit the availability of funding or increase the cost of funding, which could adversely affect our business, financial position and results of operations.

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, or a violation of our privacy and security policies with respect to such information, could adversely affect us.

We are dependent on information technology networks and systems, including the Internet, to process, transmit and store electronic information, and, in the normal course of our business, we collect and retain certain types of personally identifiable and other information pertaining to our customers, stockholders and employees. The legal, regulatory and contractual environment surrounding information security and privacy is constantly evolving and companies that collect and retain such information are under increasing attack by cyber-criminals around the world. A theft, loss, fraudulent use or misuse of customer, stockholder, employee or our proprietary data by cybercrime or otherwise, non-compliance with our contractual or other legal obligations regarding such data or a violation of our privacy and security policies with respect to such data could adversely impact our reputation and could result in costs, fines, litigation or regulatory action against us. Security breaches can create system disruptions and shutdowns that could result in disruptions to our operations. We cannot be certain that advances in criminal capabilities, new vulnerabilities or other developments will not compromise or breach the security solutions protecting our information technology, networks and systems. A failure of or cyber-attack on our information systems technology or those of our partners, vendors, suppliers could adversely affect our ability to process orders, maintain proper levels of inventory, collect accounts receivable and pay expenses; all of which could have an adverse effect on our results of operations, financial condition and cash flows. Failure to effectively prevent, detect and recover from security breaches, including attacks on information technology and infrastructure by hackers; viruses; breaches due to employee error or actions; or other disruptions could seriously harm our operations, as well as the operations of our customers and suppliers. Such serious harm can involve, among other things, misuse of our assets, business disruptions, loss of data, unauthorized access to trade secrets and confidential business information, unauthorized access to personal information, legal claims or proceedings, reporting errors, processing inefficiencies, negative media attention, reputational harm, loss of sales, remediation and increased insurance costs, and interference with regulatory compliance. We have experienced and expect to continue to experience some of these types of cybersecurity threats and incidents, which could be material in the future.

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Demand for our products is variable and subject to factors beyond our control, which could result in unanticipated events significantly impacting our results of operations.

A substantial portion of our sales is concentrated in industries that are cyclical in nature or subject to market conditions which may cause customer demand for our products to be volatile. Reductions in demand by these industries would reduce the sales and profitability of the affected business segments.

Our businesses are subject to extensive governmental regulation; failure to comply with those regulations could adversely affect our financial condition, results of operations, cash flows and reputation.

We are required to comply with various import and export control laws, which may affect our transactions with certain customers particularly in our A&E and PFT segments, as discussed more fully under “Specific Risks Related to Our Reportable Segments” in this section of the information statement. In certain circumstances, export control and economic sanctions, and other trade-related regulations may prohibit the export of certain products, services and technologies, and in other circumstances we may be required to obtain an export license before exporting the controlled item. A failure to comply with these requirements might result in suspension of these contracts and suspension or debarment from government contracting or subcontracting. For example, compliance with regulations related to the sourcing of conflict-free minerals mined from the democratic Republic of Congo and adjoining countries could limit the pool of suppliers who can provide conflict-free minerals to us, and as a result, may cause us to incur additional expenses and may create challenges for us to obtain conflict-free minerals at competitive prices. In addition, we are subject to the Foreign Corrupt Practices Act, which prohibits U.S. companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or retaining business, or securing any improper advantage. We are also subject to the anti-bribery laws of other jurisdictions. Failure to comply with any of these and similar regulations could result in civil and criminal liability, monetary and non-monetary penalties, fines, disruptions to our business, limitations on our ability to export products and services, and damage to our reputation.

The prices of our components and raw materials could fluctuate dramatically, which may adversely affect our profitability.

The costs of certain components and raw materials that are critical to our profitability can be volatile which can have a significant impact on our profitability. The costs in our business segments are affected by fluctuations in the price of metals, such as steel and copper, as well as other raw materials, such as resin and electronic components. We have seen a period of sustained price increases for components and raw materials that may continue into the future as demand increases and supply may remain constrained, which has resulted in, and may

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continue to result in, increased costs for us. While we have taken actions aimed at securing an adequate supply of components and raw materials at prices which are favorable to us, if the prices of critical components and raw materials continue to increase or we are unable to pass increased costs of components and raw materials to customers, our operating profit could be adversely affected.

We compete with other manufacturing businesses for highly qualified employees in the countries in which we operate, and we may not be able to retain our personnel or hire and retain additional personnel needed for us to sustain and grow our business as planned.

Our business segments and corporate offices are dependent upon highly qualified personnel, and we generally are dependent upon the continued efforts of key management employees. A number of factors may adversely affect the labor force available to us or increase labor costs, including high employment levels, federal unemployment subsidies, including enhanced or expanded unemployment benefits offered in response to the ongoing COVID-19 pandemic, and other government regulations. We have recently observed an overall tightening and increasingly competitive labor market which could result in higher compensation costs. While we believe we have a robust intellectual capital process, we may have difficulty retaining key personnel or locating and hiring additional qualified personnel. The loss of the services of any of such personnel or our failure to attract and retain other qualified and experienced personnel on acceptable terms could impair our ability to successfully sustain and grow our business, which could have an adverse effect on our results of operations and financial condition.

Our operations expose us to the risk of environmental liabilities, costs, litigation and violations that could adversely affect our financial condition, results of operations, cash flows and reputation.

Our operations are subject to extensive environmental and health and safety laws and regulations in the jurisdictions in which they operate, which impose limitations on the discharge of pollutants into the ground, air and water and establish standards for the generation, treatment, use, storage and disposal of solid and hazardous wastes. We must also comply with various health and safety regulations in the U.S. and abroad in connection with our operations. The costs of compliance with these regulations results in ongoing costs that may increase over time. Failure to comply with any of these laws could result in civil and criminal liability, substantial monetary and non-monetary penalties and damage to our reputation. In addition, we cannot provide assurance that our costs related to remedial efforts or alleged environmental damage associated with past or current waste disposal practices or other hazardous materials handling practices will not exceed our estimates or adversely affect our financial condition, results of operations and cash flows.

We conduct a substantial portion of our business outside the U.S. and face risks inherent in non-domestic operations.

Net sales by destination outside the U.S. were 48% of our consolidated amounts in 2021. We expect that non-U.S. sales will continue to account for a significant portion of our revenues for the foreseeable future. In addition, our operations outside the U.S. are subject to the risks associated with conducting business internationally, including, but not limited to:

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We may be unable to identify or to complete acquisitions, or to successfully integrate the businesses we acquire.

We have evaluated, and expect to continue to evaluate, a wide array of potential acquisition transactions. Our acquisition program attempts to address the potential risks inherent in assessing the value, strengths, weaknesses, contingent or other liabilities, systems of internal control and potential profitability of acquisition candidates, as well as other challenges, such as retaining the employees and integrating the operations of the businesses we acquire. Integrating acquired operations involves significant risks and uncertainties, including:

There can be no assurance that suitable acquisition opportunities will be available in the future, that we will continue to acquire businesses or that any business acquired will be integrated successfully or prove profitable, which could adversely impact our growth rate. Our ability to achieve our growth goals depends in part upon our ability to identify and successfully acquire and integrate companies and businesses at appropriate prices and realize anticipated cost savings.

Our future results of operations and financial condition could be adversely impacted by intangible asset impairment charges.

As of December 31, 2021, we had goodwill and other intangible assets, net of accumulated amortization, of $801.7 million, which represented approximately 32% of our total assets. Our goodwill is subject to an impairment test on an annual basis and is also tested whenever events and circumstances indicate that goodwill may be impaired. Any excess goodwill resulting from the impairment test must be written off in the period of determination. Intangible assets (other than goodwill) are generally amortized over the useful life of such assets. In addition, from time to time, we may acquire or make an investment in a business that will require us to record goodwill based on the purchase price and the value of the acquired assets. We may subsequently experience unforeseen issues with such business that adversely affect the anticipated returns of the business or value of the intangible assets and trigger an evaluation of the recoverability of the recorded goodwill and intangible assets for such business. Future determinations of significant write-offs of goodwill or intangible assets as a result of an impairment test or any accelerated amortization of other intangible assets could have an adverse effect on our financial condition and results of operations.

Our business could be harmed if we are unable to protect our IP.

We rely on a combination of trade secrets, patents, trademarks, copyrights and confidentiality procedures to protect our products and technology. Existing trade secret, patent, trademark and copyright laws offer only limited protection. Our patents could be invalidated or circumvented. In addition, others may develop substantially equivalent, or superseding proprietary technology, or competitors may offer equivalent non-infringing products in competition with our products, thereby substantially reducing the value of our proprietary rights. The laws of some foreign countries in which our products are or may be manufactured or sold may not protect our products or IP rights to the same extent as do the laws of the U.S. We cannot assure that the steps we take to protect our IP will be adequate to prevent misappropriation of our technology. We could incur significant and/or unexpected costs in our efforts to successfully avoid, manage, defend and litigate IP matters. Our inability to protect our IP could have an adverse effect on our financial condition, results of operations and cash flows.

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We may be unable to improve productivity, reduce costs and align manufacturing capacity with customer demand.

We are committed to continuous productivity improvement, and we continue to evaluate opportunities to reduce costs, simplify or improve global processes, and increase the reliability of order fulfillment and satisfaction of customer needs. In order to operate more efficiently and control costs, from time to time we execute restructuring activities, which include workforce reductions and facility consolidations. For example, we recorded pre-tax restructuring charges of $13.2 million for the 2020 repositioning program related to actions to reduce our global workforce in response to the adverse economic impact of COVID-19. While these are proactive actions to increase our productivity and operating effectiveness, our inability to adequately respond to potential declines in global demand for our products and services and properly align our cost base could have an adverse effect on our financial condition, results of operations and cash flows.

We could face potential product liability or warranty claims, we may not accurately estimate costs related to such claims, and we may not have sufficient insurance coverage available to cover such claims.

Our products are used in a wide variety of commercial applications and certain residential applications, including, in many cases, in severe service or mission critical applications. We face an inherent business risk of exposure to product liability or other claims in the event our products are alleged to be defective or that the use of our products is alleged to have resulted in harm to others or to property. We may in the future incur liability if product liability lawsuits against us are successful. Moreover, any such lawsuits, whether or not successful, could result in adverse publicity to us, which could cause our sales to decline.

In addition, consistent with industry practice, we provide warranties on many of our products and we may experience costs of warranty or breach of contract claims if our products have defects in manufacture or design or they do not meet contractual specifications. We estimate our future warranty costs based on historical trends and product sales, but we may fail to accurately estimate those costs and thereby fail to establish adequate warranty reserves for them.

While we maintain insurance coverage with respect to certain liability claims, that insurance coverage may not be adequate to cover all claims that may arise or we may not be able to maintain adequate insurance coverage in the future at an acceptable cost. Any liabilities not covered by insurance or that exceed our established reserves could have an adverse effect on our financial condition, results of operations and cash flows.

We may be unable to successfully develop and introduce new products, which would limit our ability to grow and maintain our competitive position and adversely affect our financial condition, results of operations and cash flow.

Our growth depends, in part, on continued sales of existing products, as well as the successful development and introduction of new products or technologies, which face the uncertainty of customer acceptance and reaction from competitors. Any delay in the development or launch of a new product could result in our not being the first to market, which could compromise our competitive position. Further, the development and introduction of new products may require us to make investments in specialized personnel and capital equipment, increase marketing efforts and reallocate resources away from other uses. We also may need to modify our systems and strategy in light of new products that we develop. If we are unable to develop and introduce new products in a cost-effective manner or otherwise manage effectively the operations related to new products, our financial condition, results of operations and cash flows could be adversely impacted.

We face significant competition which may adversely impact our financial condition, results of operations and cash flows in the future.

While we are a significant competitor in many of our markets, all of our markets are highly competitive. The competitors in many of our business segments can be expected in the future to improve technologies, reduce

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costs and develop and introduce new products. The ability of our business segments to achieve similar advances will be important to our competitive positions. Competitive pressures, including those discussed above, could cause one or more of our business segments to lose market share or could result in significant price erosion, either of which could have an adverse effect on our financial condition, results of operations and cash flows.

Net periodic pension (benefit) cost and pension contributions associated with our retirement benefit plans may fluctuate significantly depending upon changes in actuarial assumptions and future market performance of plan assets.

Total net periodic pension benefit and pension contributions were $5.9 million and $25.4 million, respectively in 2021. The costs of our defined benefit pension plans are dependent upon various factors, including which plan liabilities become Crane Company’s liabilities and which plan liabilities remain with Crane NXT, Co., rates of return on investment assets, discount rates for future payment obligations, and expected mortality, among other things. In addition, funding requirements for benefit obligations of our pension plans are subject to legislative and other government regulatory actions. Variances in related estimates could have an adverse effect on our financial condition, results of operations and cash flows.

Additional tax expense or exposures could affect our financial condition, results of operations and cash flows.

We are subject to income taxes in the United States and various international jurisdictions. Our financial condition, results of operations and cash flow could be affected by changes to any or all of the following: tax laws, regulations, accounting principles and judicial rulings, the geographic mix of our earnings, the valuation of our deferred tax assets and liabilities, and the results of audits and examinations of previously filed tax returns.

If our internal controls are found to be ineffective, our financial results or Crane Company’s stock price may be adversely affected.

We believe that we currently have adequate internal control procedures in place for future periods, including processes related to newly acquired businesses; however, increased risk of internal control breakdowns generally exists in any business environment that is decentralized such as ours. In addition, if our internal control over financial reporting is found to be ineffective, investors may lose confidence in the reliability of our financial statements, which may adversely affect Crane Company’s stock price.

Fluctuations in interest rates could affect our financial results.

A portion of our indebtedness bears interest at variable rates that are linked to changing market interest rates. As a result, an increase in market interest rates would increase our interest expense and our debt service obligations. As of September 30, 2022, we had approximately $400 million of indebtedness that bears interest at variable rates. This amount represented approximately 32% of our total indebtedness. A hypothetical 1% increase in prevailing interest rates would increase Crane’s annual interest expense by approximately $4 million.

Specific Risks Related to Our Reportable Segments

Aerospace & Electronics

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

Commercial aircraft are procured primarily by airlines, and airline capital spending can be affected by a number of factors, including credit availability, current and expected fuel prices, and current and forecast air traffic demand levels. Air traffic levels are affected by a different array of factors, including general economic

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conditions and global corporate travel spending, although other non-economic events can also adversely impact airline traffic, including terrorism or pandemic health concerns, such as the COVID-19 pandemic. Our commercial business is also affected by the market for business jets where demand is typically tied to corporate profitability levels, and the freight markets which are most heavily influenced by general economic conditions. Demand for our commercial aftermarket business is closely tied to total aircraft flight hours. Any decrease in demand for new aircraft or equipment, or use of existing aircraft and equipment, would likely result in decreased sales of our products and services. In addition, our commercial business could also be impacted to the extent that our major aircraft manufacturing customers encounter problems which impact their production rates and, correspondingly, reduce purchases of our products (for example, the grounding of the 737 MAX and associated suspension of 737 MAX production announced by Boeing in December 2019 reduced our sales and operating profit in 2020), or if pricing pressure from aircraft customers caused the manufacturers to press their suppliers to lower prices and/or extend payment terms.

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

We are required to comply with various export control laws, which may affect our transactions with certain customers. In certain circumstances, export control and economic sanctions regulations may prohibit the export of certain products, services and technologies, and in other circumstances we may be required to obtain an export license before exporting the controlled item. We are also subject to investigation and audit for compliance with the requirements governing government contracts, including requirements related to procurement integrity, manufacturing practices and quality procedures, export control, employment practices, the accuracy of records and the recording of costs and information security requirements. A failure to comply with these requirements could result in suspension of these contracts, and suspension or debarment from government contracting or subcontracting. Failure to comply with any of these regulations could result in civil and criminal liability, monetary and non-monetary penalties, fines, disruptions to our business, limitations on our ability to export products and services, and damage to our reputation.

Due to the lengthy R&D cycle involved in bringing commercial and military products to market, we cannot accurately predict the demand levels that will exist once a given new product is ready for market. In addition, if we are unable to develop and introduce new products in a cost-effective manner or otherwise effectively manage the introduction of new products and/or programs, our results of operations and financial condition could be adversely impacted. Demand for our products could also be adversely impacted by industry consolidation that could result in greater acceptance of competitors’ products.

A portion of this segment’s business is subject to government contracting rules and regulations. Failure to comply with these requirements could result in suspension or debarment from government contracting or subcontracting, civil and criminal liability, monetary and non-monetary penalties, disruptions to our business, limitations on our ability to export products and services, or damage to our reputation.

Process Flow Technologies

Our PFT segment competes in markets that are fragmented and highly competitive. The business competes against large, well established global companies, as well as smaller regional and local companies. We compete based on our products’ quality, reliability and safety, our brand reputation, value-added technical expertise and customer support and consistent on-time delivery.

Demand for our PFT products is heavily dependent on our customers’ level of new capital investment and planned maintenance expenditures. Customer spending typically depends on general economic conditions, availability of credit, and expectations of future demand. Slowing global economic growth, volatility in commodity prices, including the price of oil could all contribute to lower levels of customer spending, and project delays or cancellations.

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At our foreign operations, results could be adversely impacted by a weakening of local currencies against the U.S. dollar. Our PFT business has the greatest exposure to the euro and British pound, and lesser exposure to several other currencies.

Engineered Materials

Our Engineered Materials segment manufactures and sells FRP panels and coils, primarily for use in the manufacturing of RVs, trucks, and trailers, with additional applications in commercial and industrial building construction. Demand in these end markets is dependent on general economic conditions, credit availability, and consumer and corporate spending levels. A decline in demand in any of these end markets, including a significant change in RV industry capacity; a loss of market share to alternative materials such as, for example, non-reinforced plastic, PVC, tile, stainless steel, epoxy paint, wood and aluminum; or customer pricing pressure would result in lower sales and profits for this business. Profitability could also be adversely affected by an increase in the price of resin or fiberglass if we are unable to pass the incremental costs on to our customers. Additional risks include the loss of a principal supplier.

Risks Related to the Spin-Off

Crane Company may not achieve some or all of the expected benefits of the spin-off, and the spin-off may adversely affect the Company’s business.

Crane Company may not be able to achieve the full strategic and financial benefits expected to result from the spin-off, or such benefits may be delayed or not occur at all. The spin-off is expected to provide the following benefits, among others:

Crane Company may not achieve these and other anticipated benefits for a variety of reasons, including, among others: (i) the spin-off will require significant amounts of management’s time and effort, which may divert management’s attention from operating and growing Crane Company’s business, (ii) following the spin-off, Crane Company’s stock price may be more susceptible to market fluctuations and other events particular to one or more of Crane Company’s products than if it were still a part of Crane and (iii) following the spin-off, Crane Company’s operational and financial profile will change such that Crane Company’s diversification of revenue sources will diminish, and Crane Company’s results of operations, cash flows, working capital and financing requirements may be subject to increased volatility than prior to the spin-off. Additionally, Crane Company may experience unanticipated competitive developments, including changes in the conditions of the markets of the Company’s A&E, PFT and Engineered Materials segments, and the other businesses it will hold at the time of the spin-off, that could negate the expected benefits from the spin-off. If Crane Company does not realize some or all of the benefits expected to result from the spin-off, or if such benefits are delayed, the business, financial condition, results of operations and cash flows of Crane Company could be adversely affected.

Crane Company may incur material costs and expenses as a result of the spin-off.

Crane Company may incur costs and expenses greater than those Crane Company currently expects to incur as a result of the spin-off. These increased costs and expenses may arise from various factors, including financial

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reporting and costs associated with complying with federal securities laws (including compliance with the Sarbanes-Oxley Act). In addition, Crane Company expects to either maintain similar or have increased corporate and administrative costs and expenses to those Crane Company incurred while part of Crane, even though, following the spin-off, Crane Company will be a smaller, stand-alone company. We cannot assure you that these costs will not be material to Crane Company’s business.

If, following the spin-off, Crane Company is unable to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, or its internal control over financial reporting is not effective, it could have a material adverse effect on the Company’s businesses and Crane Company’s stock price may suffer.

Section 404 of the Sarbanes-Oxley Act requires any company subject to the reporting requirements of the U.S. securities laws to do a comprehensive evaluation of its and its consolidated subsidiaries’ internal control over financial reporting. Our financial results previously were included within the consolidated results of Crane. However, Crane Company was not directly subject to the reporting and other requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Sarbanes-Oxley Act.

As a result of the spin-off, Crane Company will be directly subject to reporting and other obligations under the Exchange Act. Beginning with its second annual report on Form 10-K, Crane Company will be required to comply with Section 404 of the Sarbanes-Oxley Act which will require it to document and test its internal control procedures, its management will be required to assess and issue a report concerning its internal control over financial reporting and its independent auditors will be required to issue an opinion on Crane Company’s internal controls over financial reporting. These reporting and other obligations may place significant demands on our management and administrative and operational resources, including accounting systems and resources. To comply with these requirements, we will need to establish our own systems, implement additional financial and management controls, reporting systems and procedures and hire additional accounting and finance staff. We expect to incur additional annual expenses for the purpose of addressing these requirements, and those expenses may be significant. If we are unable to establish our financial and management controls, reporting systems, information technology systems and procedures in a timely and effective fashion, our ability to comply with our financial reporting requirements and other rules that apply to reporting companies under the Exchange Act could be impaired.

During periods it is required to assess the effectiveness of its internal controls, if Crane Company’s management is unable to conclude that it has effective internal controls over financial reporting or its independent public accounting firm is unwilling or unable to provide Crane Company with an unqualified report on the effectiveness of its internal controls, as required by Section 404 of the Sarbanes-Oxley Act, Crane Company may not be able to report its financial information on a timely basis. As a result, investors may lose confidence in Crane Company’s financial results, Crane Company’s stock price may suffer and Crane Company may be subject to litigation or regulatory enforcement actions, any of which could have a material adverse effect on the Company’s businesses.

The historical and pro forma financial information presented herein is not necessarily representative of the results that Crane Company would have achieved as a separate, publicly traded company and therefore may not be a reliable indicator of its future results.

Due to Crane Company’s larger operations, greater tangible assets, greater fair value and greater net sales, in each case, relative to Crane NXT, among other factors, Crane Company will be treated as the “accounting spinnor” and therefore will be the “accounting successor” to Crane for accounting purposes, notwithstanding the legal form of the spin-off described in this information statement. Therefore, following the spin-off, the historical consolidated financial statements of Crane will represent the historical financial statements of Crane Company and Crane NXT will be presented as discontinued operations. The historical information about the Company in this information statement refers to the Company’s businesses as part of Crane. The Company’s historical and pro forma financial information included in this information statement is derived from the consolidated financial statements and accounting records of Crane. Accordingly, the historical and pro forma financial information

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included in this information statement does not necessarily reflect the financial condition, results of operations or cash flows that Crane Company would have achieved as a separate, publicly traded company during the periods presented or those that Crane Company will achieve in the future.

For additional information about the past financial performance of Crane Company’s businesses and the basis of presentation of the historical consolidated financial statements of Crane, the supplemental historical combined financial statements of Crane Company and the unaudited pro forma condensed consolidated financial statements of Crane Company, see the sections of this information statement entitled “Unaudited Pro Forma Condensed Consolidated Financial Statements,” “Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane Company (Supplemental),” as well as the audited consolidated financial statements of Crane and the related notes, the unaudited interim condensed consolidated financial statements of Crane and the related notes, the supplemental audited combined financial statements of Crane Company and related notes and the supplemental unaudited interim condensed combined financial statements of Crane Company and related notes included elsewhere in this information statement.

Crane NXT, Co. may fail to perform under various transaction agreements that will be executed as part of the spin-off or Crane Company may fail to have necessary systems and services in place when Crane NXT, Co. is no longer obligated to provide services under the various agreements.

Crane Company and Crane Holdings, Co. or Crane NXT, Co., as applicable, will enter into certain agreements, such as the separation and distribution agreement, a transition services agreement, a tax matters agreement, an intellectual property matters agreement and an employee matters agreement, and those other agreements discussed in greater detail in the section of this information statement entitled “Certain Relationships and Related Party Transactions—Agreements with Crane Holdings, Co. / Crane NXT, Co.,” which may provide for the performance by each company for the benefit of the other for a period of time after the spin-off. If Crane NXT, Co. is unable to satisfy its obligations under these agreements, including its indemnification obligations, Crane Company could incur operational difficulties or losses.

If Crane Company does not have in place its own systems and services, and does not have agreements with other providers of these services when the transitional or other agreements terminate, or if Crane Company does not implement the new systems or replace Crane NXT, Co.’s services successfully, Crane Company may not be able to operate its business effectively, which could disrupt its business and have a material adverse effect on its business, financial condition and results of operations. These systems and services may also be more expensive to install, implement and operate, or less efficient than the systems and services Crane NXT, Co. is expected to provide during the transition period.

Potential indemnification liabilities to Crane NXT, Co. pursuant to the separation and distribution agreement could materially and adversely affect Crane Company’s business, financial condition, results of operations and cash flows.

The separation and distribution agreement, among other things, will provide for indemnification obligations designed to make Crane Company financially responsible for certain liabilities that may exist relating to its business activities. If Crane Company is required to indemnify Crane NXT, Co. under the circumstances set forth in the separation and distribution agreement, Crane Company may be subject to substantial liabilities.

Crane Company may be subject to certain contingent liabilities of Crane NXT following the spin-off.

After the spin-off, there is the possibility that certain liabilities of Crane NXT could become Crane Company obligations. For example, under the Code and the related rules and regulations, each corporation that was a member of Crane during a taxable period or portion of a taxable period ending on or before the effective time of

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the distribution is jointly and severally liable for the United States federal income tax liability of Crane for that taxable period. Consequently, if Crane NXT is unable to pay the consolidated United States federal income tax liability for a prior period, Crane Company could be required to pay the entire amount of such tax, which could be substantial and in excess of the amount that would be allocated to it under the tax matters agreement that Crane Company intends to enter into with Crane Holdings, Co., which will be renamed “Crane NXT, Co.” For a discussion of the tax matters agreement, see the section of this information statement entitled “Certain Relationships and Related Party Transactions—Agreements with Crane Holdings, Co. / Crane NXT, Co.—Tax Matters Agreement”; other provisions of federal law establish similar liability for other matters, including laws governing tax-qualified pension plans, as well as other contingent liabilities.

In connection with Crane Company’s spin-off from Crane, Crane NXT, Co. will indemnify Crane Company for certain liabilities. However, there can be no assurance that the indemnity will be sufficient to insure Crane Company against the full amount of such liabilities, or that Crane Company’s ability to satisfy its indemnification obligation will not be impaired in the future.

Crane NXT, Co. will agree to indemnify Crane Company for certain pre-spin-off liabilities as discussed further in the section of this information statement entitled “Certain Relationships and Related Party Transactions—Agreements with Crane Holdings, Co. / Crane NXT, Co.” However, third parties could also seek to hold Crane Company responsible for liabilities that Crane NXT, Co. has agreed to retain, and there can be no assurance that the indemnity from Crane NXT, Co. will be sufficient to protect Crane Company against the full amount of such liabilities, or that Crane NXT, Co. will be able to fully satisfy its indemnification obligations. In addition, Crane NXT, Co.’s insurers may attempt to deny coverage to Crane Company for liabilities associated with certain occurrences of indemnified liabilities prior to the spin-off.

If the distribution of shares of Crane Company, together with certain related transactions, does not qualify for the intended tax treatment, you and Crane NXT, Co. could be subject to significant U.S. federal income tax liability and, in certain circumstances, Crane Company could be required to indemnify Crane NXT for material taxes pursuant to indemnification obligations under the anticipated tax matters agreement.

Crane Holdings, Co. has requested the IRS Ruling on certain issues relevant to the qualification of the distribution under sections 368(a)(1)(D) and 355 of the Code, based on certain facts and representations set forth in such request. No assurance can be given that Crane Holdings, Co. will receive the IRS Ruling, and it is not a condition of the distribution. The IRS Ruling, even if received, would not address all of the requirements relevant to the qualification of the distribution for the intended tax treatment.

It is a condition to the completion of the distribution that Crane Holdings, Co. receives the Tax Opinion (unless waived by Crane Holdings, Co. in its sole discretion). The Tax Opinion will rely on certain facts, assumptions, representations and undertakings from Crane Holdings, Co. and Crane Company, including those regarding the past and future conduct of the companies’ respective businesses and other matters. Notwithstanding the Tax Opinion, the IRS could determine that the distribution or any such related transaction is taxable if it determines that any of these facts, assumptions, representations or undertakings are not correct or have been violated, or that the distribution should be taxable for other reasons, including if the IRS were to disagree with the conclusions in the Tax Opinion. For more information regarding the Tax Opinion, see the section of this information statement entitled “United States Federal Income Tax Consequences of the Distribution.”

If the distribution or any of the above referenced related transactions is determined to be taxable for U.S. federal income tax purposes, a stockholder of Crane Holdings, Co. that has received shares of Crane Company common stock in the distribution and Crane NXT could each incur significant U.S. federal income tax liabilities. In addition, Crane NXT and we could incur significant U.S. federal income tax obligations, whether under applicable law or under the tax matters agreement that Crane Company intends to enter into with Crane Holdings, Co. For a discussion of the tax consequences of the distribution, together with certain related transactions, please refer to the section of this information statement entitled “United States Federal Income Tax Consequences of the Distribution.”

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Crane Company may not be able to engage in certain corporate transactions after the spin-off.

Crane Company and Crane Holdings, Co., which will be renamed “Crane NXT, Co.”, intend to enter into a tax matters agreement immediately prior to the distribution that will, in relevant part, generally govern Crane Company and Crane NXT, Co.’s respective rights, responsibilities and obligations with respect to tax liabilities and benefits.

The tax matters agreement is not anticipated to restrict us expressly from taking actions after the distribution that could adversely affect the intended U.S. federal income tax treatment of the distribution, together with certain related transactions. Nevertheless, under the anticipated tax matters agreement, we may be required to indemnify Crane NXT, Co. against certain tax liabilities as a result of our actions or the acquisition of our stock or assets, including in certain circumstances where such actions or acquisitions may be outside of our control. Our anticipated indemnity obligation to Crane NXT, Co. in the tax matters agreement is not limited in amount. In addition, even if we are not responsible for tax liabilities of Crane NXT under the anticipated tax matters agreement, we nonetheless could potentially be liable under applicable tax law for such liabilities if Crane NXT were to fail to pay such taxes.

Any anticipated indemnity obligation to Crane NXT, Co. in the tax matters agreement or under applicable tax law might discourage, delay or prevent us from taking certain actions, particularly for the two years following the distribution, including (among other things) the ability to freely issue stock, to make acquisitions, to raise additional equity capital or to effect a change in control that we or our stockholders may consider favorable. Such anticipated indemnity obligations may, furthermore, limit our ability to pursue certain strategic transactions or other transactions that it may believe to be in the best interests of our stockholders or that might otherwise increase the value of our business.

For a discussion of the tax matters agreement, see the section of this information statement entitled “Certain Relationships and Related Party Transactions—Agreements with Crane Holdings, Co. / Crane NXT, Co.—Tax Matters Agreement.”

The spin-off and related internal restructuring transactions may expose Crane Company to potential liabilities arising out of state and federal fraudulent conveyance laws and legal dividend requirements.

The spin-off could be challenged under various state and federal fraudulent conveyance laws. Fraudulent conveyances or transfers are generally defined to include (i) transfers made or obligations incurred with the actual intent to hinder, delay or defraud current or future creditors or (ii) transfers made or obligations incurred for less than reasonably equivalent value when the debtor was insolvent, or that rendered the debtor insolvent, inadequately capitalized or unable to pay its debts as they become due. A creditor or an entity acting on behalf of a creditor (including, without limitation, a trustee or debtor-in-possession in a bankruptcy by Crane NXT, Co. or Crane Company or any of their respective subsidiaries) may bring a lawsuit alleging that the spin-off or any of the related transactions constituted a fraudulent conveyance. If a court accepts these allegations, it could impose a number of remedies, including, without limitation, voiding the distribution and returning Crane Company’s assets or Crane Company’s shares and subjecting Crane NXT, Co. and/or Crane Company to liability.

The distribution of Crane Company common stock is also subject to state corporate distribution statutes. Under Delaware General Corporation Law (“DGCL”), a corporation may only pay dividends to its stockholders either (a) out of its surplus (net assets minus capital) or (b) if there is no such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. Although Crane Holdings, Co. intends to make the distribution of Crane Company common stock entirely out of surplus, Crane Company and Crane Holdings, Co. cannot ensure that a court would reach the same conclusion in determining the availability of surplus for the separation and the distribution to Crane Holdings, Co.’s stockholders.

After the spin-off, certain of Crane Company’s executive officers and directors may have actual or potential conflicts of interest because of their previous positions at Crane.

Because of their current or former positions with Crane, certain of Crane Company’s expected executive officers and directors own equity interests in Crane Holdings, Co. Following the spin-off, even though Crane Company’s

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Board of Directors will consist of a majority of directors who are independent, and Crane Company’s expected executive officers who are currently employees of Crane will cease to be employees of Crane NXT, Co. upon the spin-off, some of Crane Company’s executive officers and directors will continue to have a financial interest in shares of Crane NXT, Co. common stock. Continuing ownership of shares of Crane NXT, Co. common stock and equity awards could create, or appear to create, potential conflicts of interest if the Company and Crane NXT pursue the same corporate opportunities or face decisions that could have different implications for the Company and Crane NXT.

No vote of Crane Holdings, Co. stockholders is required in connection with the spin-off.

No vote of Crane Holdings, Co. stockholders is required in connection with the spin-off. Accordingly, if this transaction occurs and you do not want to receive Crane Company common stock in the distribution, your only recourse will be to divest yourself of your Crane Holdings, Co. common stock prior to the record date for the distribution or to sell your Crane Holdings, Co. common stock in the “regular-way” market in between the record date and the distribution date.

Crane Company may have received better terms from unaffiliated third parties than the terms it will receive in its agreements with Crane Holdings, Co.

The agreements Crane Company will enter into with Crane Holdings, Co. or Crane NXT, Co., as applicable, in connection with the spin-off, including the separation and distribution agreement, transition services agreement, tax matters agreement, intellectual property matters agreement and employee matters agreement, were prepared in the context of Crane Company’s spin-off from Crane while Crane Company was still a wholly-owned subsidiary of Crane Holdings, Co. Accordingly, during the period in which the terms of those agreements were prepared, Crane Company did not have a board of directors or management team that was independent of Crane Holdings, Co. While the parties believe the terms reflect arm’s-length terms, there can be no assurance that Crane Company would not have received better terms from unaffiliated third parties than the terms it will receive in its agreements with Crane Holdings, Co. For more information, see the section of this information statement entitled “Certain Relationships and Related Party Transactions—Agreements with Crane Holdings, Co. / Crane NXT, Co.”

Some contracts and other assets which will need to be transferred or assigned from Crane to the Company in connection with Crane Company’s spin-off from Crane may require the consent or involvement of a third-party. If such consent is not given, Crane Company may not be entitled to the benefit of such contracts and other assets in the future, which could negatively impact the Company’s financial condition and future results of operations.

The separation and distribution agreement and various local transfer agreements will provide that in connection with Crane Company’s spin-off from Crane, a number of contracts with third-parties and other assets are to be transferred or assigned from Crane to the Company. However, the transfer or assignment of certain of these contracts or assets may require providing guarantees or the consent of a third-party to such a transfer or assignment. Similarly, in some circumstances, Crane Company’s business and another business unit of Crane Holdings, Co. are joint beneficiaries of contracts, and Crane Company or its applicable subsidiary will need to enter into a new agreement with the third-party to replicate the existing contract or assign the portion of the existing contract related to the Crane Company business. It is possible that some parties may use the requirement of a guarantee or consent or the fact that the spin-off is occurring to seek more favorable contractual terms from Crane Company or its applicable subsidiary or to seek to terminate the contract. If Crane Company or its applicable subsidiary is unable to provide a guarantee or obtain such consents on commercially reasonable and satisfactory terms or if the contracts are terminated, Crane Company may be unable to obtain some of the benefits, assets and contractual commitments which are intended to be allocated to Crane Company as part of Crane Company’s spin-off from Crane. The failure to timely complete the assignment of existing contracts or assets, or the negotiation of new arrangements, or a termination of any of those arrangements, could negatively

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impact Crane Company’s financial condition and future results of operations. In addition, where Crane Company or its applicable subsidiary does not intend to provide a guarantee or obtain consent from third-party counterparties based on Crane Company’s or its applicable subsidiary’s belief that no guarantee or consent is required, the third-party counterparties may challenge a transfer of assets on the basis that the terms of the applicable commercial arrangements require that a guarantee be provided or the third-party counterparty’s consent. Crane Company may incur substantial litigation and other costs in connection with any such claims and, if Crane Company does not prevail, the Company’s ability to use these assets could be adversely impacted.

After the spin-off, Crane Company’s access to and cost of financing may be different from the historical access to and cost of financing available to Crane, which may have a material adverse effect on the Company’s business, financial condition or results of operations and cash flows.

Crane Company has historically relied upon Crane to finance its working capital requirements and other cash requirements. After the distribution, Crane Company will not be able to rely on the earnings, assets or cash flow of Crane NXT and Crane NXT will not provide funds to finance Crane Company’s working capital or other cash requirements. As a result, after the distribution, Crane Company will be responsible for obtaining and maintaining sufficient working capital and other funds to satisfy its cash requirements and for servicing its own debt. After the spin-off, Crane Company’s access to and cost of debt financing may be different from the historical access to and cost of debt financing that was available to Crane. Differences in access to and cost of debt financing may result in differences in the margins charged to the Company on debt financings, as well as the amounts of indebtedness, types of financing structures and debt markets that may be available to Crane Company.

Crane Company’s ability to make payments on and to refinance any indebtedness, if applicable, will depend on its ability to generate cash in the future from operations, financings or asset sales. Crane Company’s ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond Crane Company’s control. If Crane Company is not able to repay or refinance its debt as it becomes due, the Company may be forced to sell assets or take other actions. In addition, Crane Company’s ability to withstand competitive pressures and react to changes in the Company’s industry could be impaired by its debt service obligations. Upon the occurrence of certain events of default under any agreements governing Crane Company’s indebtedness, the holders of such debt may, in some cases, elect to accelerate amounts due thereunder, which could potentially trigger a default or acceleration of the Company’s other debt.

In addition, Crane Company may incur debt or raise additional capital following the distribution. However, debt or equity financing may not be available to Crane Company on terms acceptable to the Company, if at all. If Crane Company incurs additional debt or raises equity through the issuance of preferred stock, the terms of the debt or preferred stock issued may give the holders thereof rights, preferences, and privileges senior to those of holders of Crane Company common stock, particularly in the event of liquidation. The terms of such debt may also impose additional and more stringent restrictions on Crane Company’s operations than it is currently subject to. If the Company raises funds through the issuance of additional Crane Company equity, your percentage ownership in Crane Company would be diluted. If Crane Company is unable to raise additional capital when needed, it could affect the Company’s financial condition, which could negatively affect your investment in Crane Company.

Following the spin-off, the value of your common stock in (i) Crane NXT, Co. and (ii) Crane Company may collectively trade at an aggregate price less than what Crane Holdings, Co.’s common stock might trade at had the spin-off not occurred.

The common stock of (i) Crane NXT, Co. and (ii) Crane Company that you may hold following the spin-off may collectively trade at a value less than the price at which Crane Holdings, Co.’s common stock might have traded had the spin-off not occurred. Reasons for this potential difference include the future performance of either Crane NXT, Co. or Crane Company as separate, independent companies, and the future stockholder base and market for Crane NXT, Co. common stock and those of Crane Company and the prices at which these shares individually trade.

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Until the distribution occurs, Crane Holdings, Co. has the sole discretion to change the terms of the distribution in ways which may be unfavorable to Crane Company.

Completion of the spin-off will be contingent upon customary closing conditions, including, among other things, finalization of the entity structure of Crane Company, finalization of the capital structure of the two companies, the effectiveness of appropriate filings with the SEC and final approval from Crane Holdings, Co.’s Board of Directors. Until the distribution occurs, Crane Holdings, Co. will have the sole and absolute discretion to determine and change the terms of the distribution, including the establishment of the record date and distribution date and the conditions to the spin-off and all other terms. These changes could be unfavorable to Crane Company. In addition, Crane Holdings, Co. may decide at any time not to proceed with the spin-off.

Crane NXT may compete with us.

Crane NXT will not be restricted from competing with us. If Crane NXT in the future decides to engage in the type of business we conduct, it may have a competitive advantage over us, which may cause our business, financial condition and results of operations to be materially adversely affected.

Certain non-U.S. entities or assets that are part of Crane Company’s spin-off from Crane may not be transferred to us prior to the distribution or at all.

Certain non-U.S. entities and assets that are part of Crane Company’s spin-off from Crane may not be transferred prior to the distribution because the entities or assets, as applicable, are subject to foreign government or third-party approvals that we may not receive prior to the distribution. Such approvals may include, but are not limited to, approvals to merge or demerge, to form new legal entities (including obtaining required registrations and/or licenses or permits) and to transfer assets and/or liabilities. It is currently anticipated that all material transfers will occur without delays prior to the distribution, but we cannot offer any assurance that such transfers will ultimately occur or not be delayed for an extended period of time. To the extent such transfers do not occur prior to the distribution, under the separation and distribution agreement, the economic benefits and burdens of owning such assets and/or entities will, to the extent reasonably possible and permitted by applicable law, be provided to Crane Company.

In the event such transfers do not occur or are significantly delayed because we do not receive the required approvals, we may not realize all of the anticipated benefits of Crane Company’s spin-off from Crane and we may be dependent on Crane NXT for transition services for a longer period of time than would otherwise be the case.

Risks Related to Crane Company Common Stock

Crane Company cannot be certain that an active trading market for its common stock will develop or be sustained after the spin-off and, following the distribution, Crane Company’s stock price may fluctuate significantly.

A public market for Crane Company common stock does not currently exist. Crane Company expects that on or about the record date, trading of shares of its common stock will begin on a “when-issued” basis on the NYSE, or a comparable public market, and will continue through the distribution date. However, Crane Company cannot guarantee that an active trading market will develop or be sustained for its common stock after the spin-off, nor can Crane Company predict the prices at which shares of its common stock may trade after the spin-off.

Similarly, Crane Company cannot predict the effect of the spin-off on the trading prices of its common stock. Following the completion of the spin-off, Crane Holdings, Co. will be renamed “Crane NXT, Co.” and intends to change the symbol for its common stock currently listed on the NYSE to “CXT.” Subject to the completion of the spin-off, Crane Company expects the Crane Company common stock to be listed and traded on the NYSE

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under the symbol “CR.” The combined trading prices of Crane NXT, Co. common stock and Crane Company common stock after the spin-off, as adjusted for any changes in the combined capitalization of these companies, may not be equal to or greater than the trading price of Crane Holdings, Co. common stock prior to the spin-off. Until the market has fully evaluated the business of Crane NXT without the Crane Company businesses, or fully evaluated Crane Company, the price at which Crane NXT, Co. or Crane Company common stock trades may fluctuate significantly.

The market price of Crane Company common stock may fluctuate significantly due to a number of factors, some of which may be beyond Crane Company’s control, including:

Stock markets in general have experienced volatility that has often been unrelated to the operating performance of a particular company. Broad market and industry factors may materially harm the market price of Crane Company’s common stock, regardless of Crane Company’s operating performance. In the past, following periods of volatility in the market price of a company’s securities, shareholder derivative lawsuits and/or securities class action litigation has often been instituted against that company. Such litigation, if instituted against us, could result in substantial costs and a diversion of management’s attention and resources.

In addition, investors may have difficulty accurately valuing Crane Company common stock. Investors often value companies based on the stock prices and results of operations of other comparable companies. Investors may find it difficult to find comparable companies and to accurately value Crane Company common stock, which may cause the trading price of Crane Company common stock to fluctuate.

A number of shares of Crane Company common stock are or will be eligible for future sale, which may cause Crane Company’s stock price to decline.

Any sales of substantial amounts of shares of Crane Company common stock in the public market or the perception that such sales might occur, in connection with the distribution or otherwise, may cause the market price of Crane Company common stock to decline. Upon completion of the distribution, Crane Company expects that it will have an aggregate of approximately [●] shares of its common stock issued and outstanding based upon approximately [●] shares of Crane Holdings, Co. common stock outstanding as of [●]. These shares will be freely tradeable without restriction or further registration under the United States Securities Act of 1933, as amended (the “Securities Act”), unless the shares are owned by one of Crane Company’s “affiliates,” as that term is defined in Rule 405 under the Securities Act.

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Crane Company is unable to predict whether large amounts of its common stock will be sold in the open market following the distribution. Crane Company is also unable to predict whether a sufficient number of buyers would be in the market at that time. A portion of Crane Holdings, Co. common stock is held by index funds tied to stock indices. If Crane Company is not included in these indices at the time of distribution, these index funds may be required to sell Crane Company common stock.

Crane Company cannot guarantee the timing, amount or payment of dividends on its common stock.

The timing, declaration, amount and payment of future dividends to Crane Company’s stockholders will fall within the discretion of Crane Company’s Board of Directors. Crane Company’s Board of Directors’ decisions regarding the payment of dividends will depend on many factors, such as Crane Company’s financial condition, earnings, capital requirements, debt service obligations, industry practice, legal requirements, regulatory constraints and other factors that Crane Company’s Board of Directors deems relevant. For more information, see the section of this information statement entitled “Dividend Policy.” Crane Company’s ability to pay dividends will depend on its ongoing ability to generate cash from operations and access to the capital markets. Crane Company cannot guarantee that it will pay a dividend in the future or continue to pay any dividend if Crane Company commences paying dividends.

Your percentage of ownership in Crane Company may be diluted in the future.

Your percentage ownership in Crane Company may be diluted because of equity issuances for acquisitions, capital market transactions or otherwise, including, without limitation, equity awards that Crane Company will be granting to its directors, officers and employees.

In addition, Crane Company’s amended and restated certificate of incorporation will authorize Crane Company to issue, without the approval of Crane Company’s stockholders, one or more classes or series of preferred stock having such designation, powers, preferences, and relative, participating, optional and other special rights, including preferences over Crane Company common stock respecting dividends and distributions, as Crane Company’s Board of Directors generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of Crane Company common stock. For example, Crane Company could grant the holders of preferred stock the right to elect some number of Crane Company’s directors in all events or on the happening of specified events or to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences Crane Company could assign to holders of preferred stock could affect the residual value of Crane Company common stock. See the section of this information statement entitled “Description of Capital Stock.”

Certain provisions in Crane Company’s amended and restated certificate of incorporation and amended and restated by-laws, and of Delaware law, may prevent or delay an acquisition of Crane Company, which could decrease the trading price of Crane Company common stock.

Crane Company’s amended and restated certificate of incorporation and amended and restated by-laws will contain, and Delaware law contains, provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the bidder and to encourage prospective acquirers to negotiate with Crane Company’s Board of Directors rather than to attempt a hostile takeover. These provisions are expected to include, among others:

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In addition, following the distribution, Crane Company will be subject to Section 203 of the DGCL. Section 203 of the DGCL protects publicly traded Delaware corporations, such as Crane Company following the distribution, from hostile takeovers, and from actions following a hostile takeover, by prohibiting some transactions once a potential acquirer has gained a significant holding in the corporation. Subject to certain exceptions, the statute prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless:

For purposes of Section 203 of the DGCL, a “business combination” includes a merger, asset sale or other transaction resulting in a financial benefit to the interested stockholder, with an “interested stockholder” being defined as a person who, together with affiliates and associates, owns (or who is an affiliate or associate of the corporation and did own within three years prior to the date of determination whether the person is an “interested stockholder”) 15% or more of the corporation’s voting stock.

A corporation may elect not to be governed by Section 203 of the DGCL. Neither Crane Company’s amended and restated certificate of incorporation nor Crane Company’s amended and restated by-laws will contain the election not to be governed by Section 203 of the DGCL. Therefore, Crane Company will be governed by Section 203 of the DGCL.

Crane Company believes these provisions will protect its stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with Crane Company’s Board of Directors and by providing Crane Company’s Board of Directors with more time to assess any acquisition proposal. These provisions are not intended to make Crane Company immune from takeovers. However, these provisions will apply even if the offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that Crane Company’s Board of Directors determines is not in the best interests of Crane Company and its stockholders. These provisions may also prevent or discourage attempts to remove and replace incumbent directors.

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FORWARD-LOOKING STATEMENTS

This information statement and other materials Crane Holdings, Co., Crane NXT, Co. and Crane Company have filed or will file with the SEC contain, or will contain, certain “forward-looking statements” that are subject to risks and uncertainties. Forward-looking statements are statements other than historical information or statements about our current condition. You can identify forward-looking statements, including whether or not the spin-off occurs, by the use of terms such as: “believes,” “contemplates,” “expects,” “may,” “will,” “could,” “should,” “would,” or “anticipates,” other similar phrases, or the negatives of these terms.

We have based the forward-looking statements relating to our operations on our current expectations, estimates and projections about us and the markets we serve. We caution 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 regarding the Company in this information statement, the information set forth in the section of this information statement entitled “Risk Factors” and with the discussion of the business included in the sections of this information statement entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane Company (Supplemental).” 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:

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In particular, information included under the sections of this information statement entitled “Information Statement Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane Company (Supplemental),” “Business” and “The Separation and Distribution” contain forward-looking statements.

Any forward-looking statement speaks only as of the date on which such statement is made. None of Crane Holdings, Co., Crane NXT, Co. or Crane Company undertakes any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, except as required by applicable federal securities laws. Factors that could cause actual results or events to differ materially from those anticipated include the matters described under the sections of this information statement entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane Company (Supplemental).”

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THE SEPARATION AND DISTRIBUTION

General

On March 30, 2022, Crane Holdings, Co. announced its intention to pursue a plan to separate into two stand-alone, publicly traded companies through the spin-off to its stockholders of all of Crane’s businesses, other than its Payment & Merchandising Technologies segment. Crane Holdings, Co. intends to effect the separation pursuant to a pro rata distribution of 100% of the shares of Crane Company common stock, which are held by Crane Holdings, Co., to holders of shares of Crane Holdings, Co. common stock, subject to certain conditions. The distribution of shares of Crane Company common stock is expected to take place on or about [●]. On the distribution date, each holder of Crane Holdings, Co. common stock will receive one share of Crane Company common stock for every one share of Crane Holdings, Co. common stock held as of 5:00 p.m. local New York City time on [●], the record date, as described below. Following the distribution, Crane Holdings, Co. will not hold any shares of Crane Company common stock, and Crane Company will be a separate, publicly traded company. You will not be required to make any payment, surrender or exchange your Crane Holdings, Co. common stock or take any other action to receive your shares of Crane Company common stock to which you are entitled on the distribution date. The number of shares you own of Crane Holdings, Co. will not change as a result of the spin-off.

The distribution of shares of Crane Company common stock as described in this information statement is subject to the satisfaction or waiver of certain conditions. We cannot provide any assurances that the distribution will be completed. For a more detailed description of these conditions, see “General—Conditions to the Distribution” in this section of the information statement.

Reasons for the Spin-Off

Crane has significantly strengthened and simplified its business over time, and as a continuation of that transformation, the Crane Holdings, Co. Board of Directors approved a plan to pursue the separation of Crane Holdings, Co., which will be renamed “Crane NXT, Co.”, and Crane Company into two independent, publicly traded companies. The spin-off will create two strong, stand-alone businesses, each of which will have leading positions in the markets they serve, well recognized brands, attractive margin profiles, strong free cash flow generation and compelling growth opportunities:

The Crane Holdings, Co. Board of Directors believes that separating Crane Company’s businesses from the remainder of Crane’s businesses and distributing Crane Company shares to Crane Holdings, Co. stockholders is in the best interests of Crane Holdings, Co. and its stockholders for a number of reasons, including:

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Crane Holdings, Co.’s Board of Directors also considered potentially negative factors in evaluating the spin-off, including:

After weighing all of these potentially negative factors, Crane Holdings, Co.’s Board of Directors concluded that the potential benefits of the spin-off outweighed these factors and risks.

The anticipated benefits of the spin-off are based on a number of assumptions, and there can be no assurance that such benefits will materialize to the extent anticipated, or at all. In the event the spin-off does not result in such

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benefits, the costs associated with the spin-off could have an adverse effect on each company individually and in the aggregate. For more information, see the section of this information statement entitled “Risk Factors.”

Formation of a Holding Company Prior to the Distribution and Internal Reorganization

In connection with and prior to the distribution, Crane Holdings, Co. formed Crane Company as a Delaware corporation on June 15, 2022 for the purpose of transferring to Crane Company certain assets and liabilities, including any entities holding assets and liabilities associated with Crane’s business segments other than its Payment & Merchandising Technologies. Following the completion of the distribution, Crane NXT, Co. will hold Crane’s Payment & Merchandising Technologies segment and Crane Company will hold all of Crane’s other business segments, including its A&E and PFT global growth platforms, as well as its Engineered Materials segment.

Reasons for Furnishing This Information Statement

This information statement is being furnished solely to provide information to stockholders of Crane Holdings, Co. who are entitled to receive shares of Crane Company common stock in the distribution. The information statement is not, and is not to be construed as, an inducement or encouragement to buy, hold or sell any of our securities or securities of Crane Holdings, Co. We believe that the information in this information statement is accurate as of the date set forth on the cover of this information statement. Changes may occur after that date, and none of us, the Crane Company Board of Directors, the Crane Holdings, Co. Board of Directors or the Crane NXT, Co. Board of Directors undertake any obligation to update such information except in the normal course of our respective disclosure obligations and practices, or as required by applicable law.

Conditions to the Distribution

The distribution of shares of Crane Company common stock by Crane Holdings, Co. is subject to the satisfaction of the following conditions:

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Crane Holdings, Co. and Crane Company cannot assure you that any or all of these conditions will be met, and Crane Holdings, Co. may also waive conditions to the distribution in its sole discretion and proceed with the distribution even if such conditions have not been met. If the distribution is completed and the Crane Holdings, Co. Board of Directors waived any such condition, such waiver could have a material adverse effect on (i) Crane NXT, Co.’s and Crane Company’s respective business, financial condition or results of operations, (ii) the trading price of Crane Company’s common stock or (iii) the ability of stockholders to sell their Crane Company shares after the distribution, including, without limitation, as a result of (a) illiquid trading if Crane Company common stock is not accepted for listing or (b) litigation relating to any injunctions sought to prevent the consummation of the distribution. If Crane Holdings, Co. elects to proceed with the distribution notwithstanding that one or more of the conditions to the distribution has not been met, Crane Holdings, Co. will evaluate the applicable facts and circumstances at that time and make such additional disclosure and take such other actions as Crane Holdings, Co. determines to be necessary and appropriate in accordance with applicable law.

Crane Holdings, Co. may also decline at any time to go forward with the distribution, whether or not the conditions are satisfied.

Crane Holdings, Co. does not intend to notify its stockholders of any modifications to the terms of, or waivers of the conditions to, the separation and distribution that, in the judgment of Crane Holdings, Co.’s Board of Directors, are not material. For example, the Crane Holdings, Co. Board of Directors might consider material such matters as significant changes to the distribution ratio, the assets to be contributed or the liabilities to be assumed in the separation. To the extent that the Crane Holdings, Co. Board of Directors determines that any modifications by Crane Holdings, Co., or any waivers of any conditions by Crane Holdings, Co., materially change the material terms of the separation and distribution, Crane Holdings, Co. will notify Crane Holdings, Co. stockholders in a manner reasonably calculated to inform them about the modification as may be required by law, by, for example, publishing a press release, filing a current report on Form 8-K or mailing or otherwise making available a supplement to this information statement.

The Number of Shares You Will Receive

For every one common share of Crane Holdings, Co. that you owned as of 5:00 p.m. local New York City time on [●], the record date, you will receive one share of Crane Company common stock on or about [●], the distribution date. The actual number of shares to be distributed will be determined based on the number of shares of Crane Holdings, Co. common stock outstanding on the record date.

Transferability of Shares You Receive

Shares of Crane Company common stock distributed to holders in connection with the distribution will be transferable without registration under the Securities Act, except for shares received by persons who may be

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deemed to be Crane Company affiliates. Persons who may be deemed to be Crane Company affiliates after the distribution generally include individuals or entities that control, are controlled by or are under common control with Crane Company, which may include certain of Crane Company’s executive officers, directors or principal stockholders. Securities held by Crane Company affiliates will be subject to resale restrictions under the Securities Act. Crane Company affiliates will be permitted to sell shares of Crane Company common stock only pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act, such as the exemption afforded by Rule 144 under the Securities Act.

When and How You Will Receive the Distributed Shares

Crane Holdings, Co. expects to distribute the shares of Crane Company common stock on or about [●], the distribution date. Computershare, which currently serves as the transfer agent and registrar for Crane Holdings, Co. will serve as the transfer agent and registrar for Crane Company common stock and as distribution agent in connection with the distribution.

If you own shares of Crane Holdings, Co. common stock as of 5:00 p.m. local New York City time on the record date, the shares of Crane Company common stock that you will be entitled to receive in the distribution will be issued electronically, as of the distribution date, to you in direct registration form or to your broker, bank or other nominee on your behalf. If you are a registered holder, Computershare will then mail you a direct registration account statement that reflects your shares of Crane Company common stock. Direct registration form refers to a method of recording share ownership when no physical share certificates are issued to stockholders, as is the case in this distribution. If you sell shares of Crane Holdings, Co. common stock in the “regular-way” market up to and including the distribution date, you will be selling your right to receive shares of Crane Company common stock in the distribution.

If you hold your shares through a brokerage firm or bank, the brokerage firm or bank would be said to hold the shares in “street name” and ownership would be recorded on the brokerage firm or bank’s books and your brokerage firm or bank will credit your account for the shares of Crane Company common stock that you are entitled to receive in the distribution. If you have any questions concerning the mechanics of having shares held in “street name,” we encourage you to contact your bank or brokerage firm.

Crane Holdings, Co. stockholders will not be required to make any payment or surrender or exchange their shares of Crane Holdings, Co. common stock or take any other action to receive their shares of Crane Company common stock.

Treatment of Equity Incentive Arrangements

Crane Holdings, Co.’s equity compensation awards outstanding as of the distribution date are expected to be adjusted as described below; however, the Management Organization and Compensation Committee of the Crane Holdings, Co. Board of Directors (the “Crane Holdings, Co. Compensation Committee”) may alter the treatment of awards in any non-U.S. jurisdiction to the extent that it determines such alteration is necessary or appropriate, including to avoid adverse tax consequences to the award holders.

Crane Holdings, Co.’s equity awards held by executive officers at Crane Holdings, Co. immediately before the distribution or executive officers at Crane NXT, Co. or Crane Company immediately after the distribution (the “Executive Officer Group”) and non-employee directors are expected to be adjusted using the “shareholder method,” in which each pre-distribution Crane Holdings, Co. award is adjusted into a Crane NXT, Co. equity award and Crane Company equity award. All other equity awards are expected to be adjusted using the “replacement method,” in which each pre-distribution Crane Holdings, Co. award is adjusted into a single award based on the award holder’s employer following the distribution (either Crane NXT, Co. or Crane Company). In each case, regardless of the adjustment method used, the resulting awards will be adjusted in a manner intended to preserve the intrinsic value of those equity awards immediately before and after the distribution. The material

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terms of the adjusted equity awards, such as vesting conditions and treatment upon termination of employment, will generally continue unchanged.

For a detailed description of how Crane Holdings, Co.’s equity-based compensation awards will be treated, see the section of this information statement entitled “Certain Relationships and Related Party Transactions—Agreements with Crane Holdings, Co. / Crane NXT, Co.—Employee Matters Agreement— Equity Compensation Awards.”

Results of the Spin-Off

Immediately following the distribution, Crane Company will be a separate, publicly traded company, and we expect to have approximately [●] shares of Crane Company common stock outstanding. The actual number of shares to be distributed will be determined after [●], the record date of the distribution. The distribution will not affect the number of outstanding shares of Crane Holdings, Co. common stock. Because you will receive one share of Crane Company common stock for each share of Crane Holdings, Co. common stock that you hold, Crane Holdings, Co. will not need to issue, or pay cash in lieu of, any fractional shares of Crane Company common stock.

Market for Crane Company Common Stock

There is currently no public market for Crane Company common stock. A condition to the distribution is the listing of Crane Company common stock shares on the NYSE. We intend to apply to list Crane Company common stock on the NYSE under the symbol “CR” and Crane Holdings, Co. will be renamed “Crane NXT, Co.” and intends to change the symbol for its common stock currently listed on the NYSE to “CXT.” We have not and will not set the initial price of shares of Crane Company common stock. The initial price will be established by the public markets.

We cannot predict the price at which shares of Crane Company common stock will trade after the distribution. In fact, the combined trading prices, after the spin-off, of shares of Crane Company common stock that each Crane Holdings, Co. stockholder will receive in the distribution and the shares of common stock of Crane Holdings, Co. held at the record date may not equal the “regular-way” trading price of a Crane Holdings, Co. share immediately prior to completion of the spin-off. The price at which shares of Crane Company common stock trade may fluctuate significantly, particularly until an orderly public market develops. Trading prices for Crane Company common stock will be determined in the public markets and may be influenced by many factors.

Trading Between the Record Date and the Distribution Date

Beginning on or shortly before the record date and continuing up to and including the distribution date, Crane Holdings, Co. expects that there will be two markets in Crane Holdings, Co. common stock: a “regular-way” market and an “ex-distribution” market. Shares of Crane Holdings, Co. common stock that trade on the “regular-way” market will trade with an entitlement to shares of Crane Company common stock distributed pursuant to the distribution. Shares of Crane Holdings, Co. common stock that trade on the “ex-distribution” market will trade without an entitlement to shares of Crane Company common stock distributed pursuant to the distribution. Each stockholder trading in Crane Holdings, Co. shares would make any decision as to whether to trade one or more of such stockholder’s shares in Crane Holdings, Co. in the “regular-way” market or the “ex-distribution” market. If you sell shares of Crane Holdings, Co. common stock in the “regular-way” market up to and including through the distribution date, you will be selling your right to receive shares of Crane Company common stock in the distribution. If you own shares of Crane Holdings, Co. common stock as of 5:00 p.m. local New York City time on [●], the record date, and sell those shares on the “ex-distribution” market up to and including through the distribution date, you will receive the shares of Crane Company common stock that you are entitled to receive pursuant to your ownership as of the record date of Crane Holdings, Co. common stock shares.

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Furthermore, beginning on or shortly before the record date and continuing up to and including the distribution date, we expect that there will be a “when-issued” market in Crane Company common stock. “When-issued” trading refers to a sale or purchase made conditionally because the security has been authorized but not yet issued. The “when-issued” trading market will be a market for Crane Company common stock that will be distributed to holders of Crane Holdings, Co. common stock on [●], the distribution date. If you own shares of Crane Holdings, Co. common stock as of 5:00 p.m. local New York City time on the record date, you will be entitled to shares of Crane Company common stock distributed pursuant to the distribution. You may trade this entitlement to Crane Company shares, without the Crane Holdings, Co. shares you own, on the “when-issued” market. On the first trading day following the distribution date, “when-issued” trading with respect to Crane Company common stock will end, and “regular-way” trading will begin.

Transaction and Separation Costs

Except as otherwise provided in the separation and distribution agreement or any ancillary agreement, all costs and expenses incurred on or prior to the effective date of the spin-off by Crane Holdings, Co. or Crane Company in connection with the spin-off (including, without limitation, costs and expenses relating to legal counsel, financial advisors, and accounting advisory work related to the separation) will be paid by Crane Holdings, Co. We currently estimate that the one-time spin-off costs we will incur, primarily employee-related costs such as recruitment expenses, costs to establish certain stand-alone functions and information technology system, professional services fees and other separation-related costs during our transition to being a stand-alone public company, will be approximately $75 million.

Incurrence/Treatment of Debt

Crane Company intends to enter into the Crane Company Term Loan. Proceeds from the Crane Company Term Loan are expected to be used to pay a dividend to Crane Holdings, Co. See the section of this information statement entitled “Description of Certain Indebtedness.”

Regulatory Approval

Our registration statement on Form 10, of which this information statement forms a part, must become effective prior to the distribution, and shares of Crane Company common stock to be distributed must have been approved for listing on the NYSE, or a comparable public market, subject to official notice of distribution.

No Stockholder Vote

No vote of Crane Holdings, Co. stockholders is required to approve, or sought in connection with, the spin-off.

No Appraisal Rights

Under the DGCL, holders of Crane Holdings, Co. common stock are not entitled to appraisal rights in connection with the distribution.

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UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION

The following discussion is a summary of the generally applicable U.S. federal income tax consequences that may be relevant to Crane Holdings, Co. and to the holders of shares of Crane Holdings, Co. common stock in connection with the spin-off. This discussion is based on the Code, the Treasury Regulations promulgated thereunder, judicial interpretations thereof and administrative rulings and published positions of the IRS, all as in effect as of the date hereof and all of which are subject to change or differing interpretations, possibly with retroactive effect. Any such change could affect the accuracy of the statements and conclusions set forth herein. This summary assumes that the separation will be consummated in accordance with the separation and distribution agreement and as described in this information statement.

Except as specifically described below, this summary is limited to holders of shares of Crane Holdings, Co. common stock that are U.S. Holders, as defined immediately below. For purposes of this summary, a “U.S. Holder” is a beneficial owner of Crane Holdings, Co. common stock that is, for U.S. federal income tax purposes:

This discussion is limited to U.S. holders of Crane Holdings, Co. common stock that hold their Crane Holdings, Co. common stock as “capital assets” within the meaning of section 1221 of the Code (generally, property held for investment). Further, this discussion is for general information only and does not purport to address all aspects of U.S. federal income taxation that may be relevant to a particular holder in light of their particular circumstances, nor does it address the consequences to stockholders subject to special treatment under the United States federal income tax laws, such as: insurance companies; tax-exempt organizations; banks and other financial institutions; pension plans; cooperatives; real estate investment trusts; dealers in securities or currencies; traders that elect to use a mark-to-market method of accounting; certain former U.S. citizens or long-term residents; persons holding shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction for U.S. federal income tax purposes; persons who acquire shares pursuant to any employee share option or otherwise as compensation; persons holding shares through an individual retirement account or other tax-deferred account; persons who actually or constructively own 10% or more of Crane Holdings, Co. stock (by vote or value); persons whose functional currency is not the U.S. dollar; or partnerships or other entities or arrangements subject to tax as partnerships for U.S. federal income tax purposes or persons holding shares through such entities.

If a partnership (or any other entity or arrangement subject to tax as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of Crane Holdings, Co. common stock, the tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. A partnership for U.S. federal income tax purposes that beneficially owns shares of Crane Holdings, Co. and its partners are urged to consult their tax advisor as to the tax consequences of the spin-off.

In addition, this discussion does not address any U.S. state or local or non-U.S. tax considerations or any U.S. federal estate, gift, or alternative minimum tax considerations, or the Medicare tax on certain net investment income.

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HOLDERS OF CRANE HOLDINGS, CO. COMMON STOCK SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE PARTICULAR TAX CONSIDERATIONS RELEVANT TO THEM REGARDING THE SPIN-OFF, INCLUDING THE APPLICABILITY AND EFFECT OF U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX LAWS.

Tax Opinion and IRS Ruling

Crane Holdings, Co. has requested the IRS Ruling on certain issues relevant to the qualification of the distribution under sections 368(a)(1)(D) and 355 of the Code, based on certain facts and representations set forth in such request. No assurance can be given that Crane Holdings, Co. will receive the IRS Ruling, and it is not a condition of the distribution. The IRS Ruling, even if received, would not address all of the requirements for the tax-free treatment of the distribution. Although a private letter ruling is generally binding on the IRS, the IRS Ruling will be based on certain facts and representations and undertakings from Crane Holdings, Co. and us that certain necessary conditions to obtain tax-free treatment under the Code have been satisfied.

Additionally, it is a condition to the completion of the distribution that Crane Holdings, Co. receives an opinion of Skadden, substantially to the effect that, among other things, the distribution, together with certain related transactions, will qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under sections 368(a)(1)(D) and 355 of the Code, except to the extent that Crane Holdings, Co. may recognize gain as a result of distributions from Crane Company in excess of Crane Holdings, Co.’s adjusted basis in the assets transferred to Crane Company (reduced by liabilities assumed by Crane Company) in connection with the separation. This condition may be waived by Crane Holdings, Co. in its sole discretion.

In rendering the Tax Opinion to be given as of the closing of the distribution, Skadden will rely on (i) the IRS Ruling (if received), (ii) customary representations and covenants made by Crane Holdings, Co. and Crane Company, including those contained in certificates of officers of Crane Holdings, Co. and Crane Company and (iii) specified assumptions, including an assumption regarding the completion of the distribution and certain related transactions in the manner contemplated by the transaction agreements. In addition, Skadden’s ability to provide the Tax Opinion will depend on the absence of changes in existing facts or law between the date of this information statement and the closing date of the distribution. If any of the representations, covenants or assumptions on which Skadden will rely are inaccurate, Skadden may not be able to provide the Tax Opinion or the tax consequences of the distribution could differ from those described below.

The Tax Opinion will not be binding upon the IRS or any court. We cannot assure you that the IRS will agree with the conclusions expected to be set forth in the Tax Opinion, and it is possible that the IRS or another tax authority could adopt a position contrary to one or all of those conclusions and that a court could sustain that contrary position. If any of the facts, representations, assumptions or undertakings described or made in connection with the IRS Ruling (if received) and the Tax Opinion are not correct, are incomplete or have been violated, the IRS Ruling could be revoked retroactively or modified by the IRS, and Crane Holdings, Co.’s ability to rely on the Tax Opinion could be jeopardized. We are not aware of any facts or circumstances, however, that would cause these facts, representations or assumptions to be untrue or incomplete or that would cause any of these undertakings to fail to be complied with, in any material respect.

Treatment of the Distribution

Assuming the distribution, together with certain related transactions, qualifies for the intended tax treatment, for U.S. federal income tax purposes:

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If, notwithstanding the conclusions that we expect to be included in the Tax Opinion, it is ultimately determined that the distribution does not qualify as tax-free under sections 368(a)(1)(D) and 355 of the Code for U.S. federal income tax purposes, then Crane Holdings, Co. would generally recognize taxable gain with respect to the transfer of Crane Company common stock and certain related transactions in excess of any Separation Gain. In addition, each Crane Holdings, Co. stockholder that receives shares of Crane Company common stock in the distribution would be treated as receiving a distribution in an amount equal to the fair market value of Crane Company common stock that was distributed to such stockholder, which would generally be taxed as a dividend to the extent of the stockholder’s pro rata share of Crane Holdings, Co.’s current and accumulated earnings and profits, including Crane Holdings, Co.’s taxable gain, if any, on the distribution, then treated as a non-taxable return of capital to the extent of the stockholder’s basis in Crane Holdings, Co. stock and thereafter treated as capital gain from the sale or exchange of Crane Holdings, Co. stock.

Even if the distribution otherwise qualifies for tax-free treatment under sections 368(a)(1)(D) and 355 of the Code, the distribution may result in corporate level taxable gain to Crane Holdings, Co. under section 355(e) of the Code if either Crane NXT, Co. or Crane Company undergoes a 50% or greater ownership change as part of a plan or series of related transactions that includes the distribution, potentially including transactions occurring after the distribution. If an acquisition or issuance of stock triggers the application of section 355(e) of the Code, Crane Holdings, Co. would recognize taxable gain as described above, but the distribution would be tax-free to each Crane Holdings, Co. stockholder.

U.S. Treasury Regulations require certain stockholders of Crane Holdings, Co. common stock who receive Crane Company common stock in the distribution to attach a detailed statement setting forth certain information relating to the distribution to their respective U.S. federal income tax returns for the year in which the distribution occurs. Within a reasonable period after the distribution, Crane NXT, Co. will provide stockholders who receive Crane Company common stock in the distribution with the information necessary to comply with such requirement. In addition, all stockholders are required to retain permanent records relating to the amount, basis and fair market value of Crane Company common stock received in the distribution and to make those records available to the IRS upon request of the IRS.

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DIVIDEND POLICY

Although Crane Company anticipates that it will likely pay quarterly dividends following the distribution, Crane Company has not yet determined the value of the dividend it will pay on its common stock. The payment of any dividends in the future, and the timing and amount thereof, to Crane Company stockholders will fall within the sole discretion of Crane Company’s Board of Directors and will depend on many factors, such as our financial condition, earnings, capital requirements, potential obligations in planned financings, industry practice, legal requirements, Delaware corporate surplus requirements and other factors that Crane Company’s Board of Directors deems relevant. Crane Company’s ability to pay dividends will depend on its ongoing ability to generate cash from operations and on Crane Company’s access to the capital markets. Crane Company cannot guarantee that it will pay a dividend in the future or continue to pay any dividends if Crane Company commences paying dividends. In addition, Crane Company expects that its Board of Directors will be permitted to authorize share repurchase programs if circumstances warrant.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On March 30, 2022, Crane Holdings, Co.’s Board of Directors authorized management to pursue a plan to separate all of Crane’s businesses, other than Crane’s Payment & Merchandising Technologies segment, into a stand-alone publicly traded company. The separation will occur through a distribution to Crane Holdings, Co.’s stockholders of all of the shares of common stock of Crane Company, which will own all of Crane’s businesses, other than Crane’s Payment & Merchandising Technologies segment. Following the distribution, Crane NXT, Co. stockholders will own 100% of the shares of Crane Company common stock. Notwithstanding the legal form of the spin-off described elsewhere in this information statement, for accounting and financial reporting purposes, Crane’s Payment & Merchandising Technologies segment will be presented as being spun off from Crane. This presentation is in accordance with GAAP and is primarily a result of, among other factors, Crane Company’s (which is the legal spinnee) larger operations, greater tangible assets, greater fair value and greater net sales, in each case, relative to Crane NXT.

The following unaudited pro forma condensed consolidated financial statements give effect to the separation and related adjustments in accordance with Article 11 of the SEC’s Regulation S-X. In May 2020, the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (the “Final Rule”). The Final Rule became effective on January 1, 2021, and the unaudited pro forma condensed consolidated financial information herein is presented in accordance therewith.

The unaudited pro forma condensed consolidated financial statements consist of an unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2022 and for the year ended December 31, 2021, and an unaudited pro forma condensed consolidated balance sheet as of September 30, 2022. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the unaudited condensed consolidated financial statements and the audited consolidated financial statements of Crane and the related notes, the supplemental historical unaudited condensed combined financial statements and the supplemental historical audited combined financial statements of Crane Company and the related notes and the sections of this information statement entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crane Company (Supplemental).” The unaudited pro forma condensed consolidated statement of operations has been prepared to give effect to the Pro Forma Transactions (as defined below) as if the Pro Forma Transactions had occurred or became effective as of January 1, 2021, the beginning of our most recently completed fiscal year. The unaudited pro forma condensed consolidated balance sheet has been prepared to give effect to the Pro Forma Transactions as though the Pro Forma Transactions had occurred as of September 30, 2022.

The unaudited pro forma condensed consolidated financial statements presented below do not purport to represent what our financial position and results of operations would have been had the Pro Forma Transactions occurred on the dates indicated and are not necessarily indicative of our future financial position and future results of operations. In addition, the unaudited pro forma condensed consolidated financial statements are provided for illustrative and informational purposes only. The Pro Forma Transactions are based on available information and assumptions we believe are reasonable; however, such adjustments are subject to change.

The unaudited pro forma condensed consolidated financial statements have been adjusted to give effect to the following adjustments (collectively, the “Pro Forma Transactions”):

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A final determination regarding our capital structure has not yet been made, and the separation and distribution agreement, tax matters agreement, transition services agreement, intellectual property matters agreement, employee matters agreement and other ancillary agreements have not been finalized. As such, the pro forma statements may be revised in future amendments to reflect the impact on our capital structure and the final form of those agreements, to the extent any such revisions would be deemed material.

We do not expect to incur any significant transition services costs or income associated with the transition services agreement Crane Company intends to enter into with Crane NXT, Co. As such, no estimates of expenses or income have been presented in the unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2022 and the year ended December 31, 2021.

The unaudited pro forma condensed consolidated financial statements constitute forward-looking information and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. See the section of this information statement entitled “Forward-Looking Statements.”

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Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of September 30, 2022

(in millions, except shares and per share data)

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Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the nine months ended September 30, 2022

(in millions, except per share data)

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Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the year ended December 31, 2021

(in millions, except per share data)

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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Basis of Presentation

The accompanying unaudited pro forma condensed consolidated financial information was prepared in accordance with Article 11 of Regulation S-X.

As described elsewhere in this information statement, for periods prior to the spin-off, our financial statements are represented by the historical financial statements of Crane. Therefore, historical Crane in the pro forma financial information above represents Crane Holdings, Co. and its consolidated subsidiaries (including Crane Company and its combined subsidiaries), as defined elsewhere in this information statement, before giving effect to the planned spin-off.

As discussed above and elsewhere in this information statement, the separation and distribution is being treated as a reverse spin for financial accounting and reporting purposes under GAAP and, as a result, Crane’s Payment & Merchandising Technologies segment is presented as being spun-off from Crane. The Payment & Merchandising Technologies segment is a component of Crane Holdings, Co. that has operations and cash flows that are clearly distinguished operationally and for financial reporting purposes. The separation and distribution will result in the Payment & Merchandising Technologies segment becoming a stand-alone, publicly traded company and represents a strategic shift that will have a major effect on our financial results as we are exiting a significant line of business. The spin-off is not expected to result in the recognition of a gain or loss and will be effected through a pro rata distribution of all of the outstanding shares of Crane Company common stock to holders of Crane Holdings, Co. common stock; however, we will incur separation related expenses which are further discussed in Note 2, “Other transaction accounting adjustments” of the notes to the unaudited pro forma condensed consolidated financial statements. While we are a party to the separation and distribution agreement and other agreements, including the transition services agreement, the tax matters agreement, the intellectual property matters agreement, the employee matters agreement and other ancillary agreements, we have determined that we will not have significant continuing involvement in the operations of Crane NXT after the separation and distribution nor do we expect significant continuing cash flows from Crane NXT after the separation and distribution. The spin-off of the Payment & Merchandising Technologies segment for accounting purposes is presented in accordance with the guidance in ASC 205 and, as such, the unaudited pro forma condensed consolidated statement of operations do not allocate any of Crane’s general corporate overhead expenses to the Payment & Merchandising Technologies segment.

Note 2: Other transaction accounting adjustments

The cash proceeds received from the assumed debt issuance are assumed to be distributed to Crane NXT. The expected debt balance at the time of the distribution was determined by senior management based on a review of a number of factors, including forecast liquidity and capital requirements, expected operating results and general economic conditions.

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Note 3: Earnings per share

Note 4: Discontinued operations

As noted above, due to the significance of Crane’s Payment & Merchandising Technologies segment, its disposition for accounting purposes is expected to qualify as discontinued operations and thus requires retrospective presentation in accordance with ASC 205-20, Discontinued Operations. Unaudited pro forma condensed consolidated statements of operations have been included for the years ended December 31, 2020 and 2019 in accordance with Regulation S-X item 11-02(c)(2)(ii).

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Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the year ended December 31, 2020

(in millions, except per share data)

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Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the year ended December 31, 2019

(in millions, except per share data)