--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-089723" form_type: "8-K" ticker: "CXT" cik: "0000025445" company_name: "Crane NXT, Co." filed_at: "2023-04-03T23:59:59+00:00" generated_at: "2026-06-17T07:21:22.534253+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Crane NXT completes spin-off of Crane Company, draws $350M term loan, new CEO ## Summary - Spin-off effective April 3, 2023; Crane NXT distributed 1 share of Crane Company common stock for each Crane NXT share held on March 23 record date. - Crane NXT renamed from Crane Holdings, Co. to Crane NXT, Co.; begins trading as CXT on NYSE; Crane Company trades as CR. - Crane NXT drew full $350M senior secured term loan; proceeds used to repay 364-day term loan and spin-off expenses. - CEO Max Mitchell, CFO Richard Maue and other execs resigned; Aaron Saak named CEO, Christina Cristiano CFO, Bianca Shardelow VP Controller. - Four directors resigned; three appointed (Saak, Grogan, Kogl); John Stroup remains Chairman. ## SEC filing metadata - accession: 0001193125-23-089723 - form_type: 8-K - ticker: CXT - cik: 0000025445 - company_name: Crane NXT, Co. - filed_at: 2023-04-03T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 1.02, 2.01, 2.03, 3.03, 5.03, 5.02, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/25445/000119312523089723/0001193125-23-089723-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/25445/000119312523089723/d491650d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-089723 - JSON: https://secwatch.observer/filing/0001193125-23-089723.json - Plain text: https://secwatch.observer/filing/0001193125-23-089723.txt ## Key facts - Debt Financings Crane NXT, Co. incurred term loan of $350 million. - Instrument: term loan - Principal: $350 million - Event: incurrence source text: On March 31, 2023, Crane NXT drew down the full $350 million available under the Term Loan. evidence_url: https://www.sec.gov/Archives/edgar/data/25445/000119312523089723/0001193125-23-089723-index.htm - Executive change Martin R. Benante resigned as Director at Crane NXT, Co.. - Action: resigned - Role: Director source text: each of Martin R. Benante, Ronald C. Lindsay, Charles G. McClure, Jr. and Jennifer M. Pollino resigned from his or her position as a director evidence_url: https://www.sec.gov/Archives/edgar/data/25445/000119312523089723/0001193125-23-089723-index.htm - Executive change Charles G. McClure, Jr. resigned as Director at Crane NXT, Co.. - Action: resigned - Role: Director source text: each of Martin R. Benante, Ronald C. Lindsay, Charles G. McClure, Jr. and Jennifer M. Pollino resigned from his or her position as a director evidence_url: https://www.sec.gov/Archives/edgar/data/25445/000119312523089723/0001193125-23-089723-index.htm - Executive change Ronald C. Lindsay resigned as Director at Crane NXT, Co.. - Action: resigned - Role: Director source text: each of Martin R. Benante, Ronald C. Lindsay, Charles G. McClure, Jr. and Jennifer M. Pollino resigned from his or her position as a director evidence_url: https://www.sec.gov/Archives/edgar/data/25445/000119312523089723/0001193125-23-089723-index.htm - Executive change Cristen Kogl was appointed as Director at Crane NXT, Co.. - Action: appointed - Role: Director source text: each of Aaron W. Saak, William Grogan and Cristen Kogl was appointed to serve as an additional director on the Crane NXT Board evidence_url: https://www.sec.gov/Archives/edgar/data/25445/000119312523089723/0001193125-23-089723-index.htm - Executive change Aaron W. Saak was appointed as Director at Crane NXT, Co.. - Action: appointed - Role: Director source text: each of Aaron W. Saak, William Grogan and Cristen Kogl was appointed to serve as an additional director on the Crane NXT Board evidence_url: https://www.sec.gov/Archives/edgar/data/25445/000119312523089723/0001193125-23-089723-index.htm - Executive change Jennifer M. Pollino resigned as Director at Crane NXT, Co.. - Action: resigned - Role: Director source text: each of Martin R. Benante, Ronald C. Lindsay, Charles G. McClure, Jr. and Jennifer M. Pollino resigned from his or her position as a director evidence_url: https://www.sec.gov/Archives/edgar/data/25445/000119312523089723/0001193125-23-089723-index.htm - Executive change William Grogan was appointed as Director at Crane NXT, Co.. - Action: appointed - Role: Director source text: each of Aaron W. Saak, William Grogan and Cristen Kogl was appointed to serve as an additional director on the Crane NXT Board evidence_url: https://www.sec.gov/Archives/edgar/data/25445/000119312523089723/0001193125-23-089723-index.htm - Governance Changes Crane NXT, Co.: Amended and restated bylaws to update director nomination procedures, adopt an exclusive forum provision, and make other administrative changes (effective 2023-04-03). - Change: bylaw amendment - Effective: 2023-04-03 source text: In addition, on April 3, 2023, the by-laws of Crane NXT were amended and restated (the “Amended and Restated By-laws”), effective as of the Spin-Off. evidence_url: https://www.sec.gov/Archives/edgar/data/25445/000119312523089723/0001193125-23-089723-index.htm - Governance Changes Crane NXT, Co.: Changed company name from 'Crane Holdings, Co.' to 'Crane NXT, Co.' via certificate of amendment to the certificate of incorporation (effective 2023-04-03). - Change: charter amendment - Effective: 2023-04-03 source text: On April 3, 2023, Crane NXT filed a Certificate of Amendment (the “Certificate of Amendment”) to Crane NXT’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware, which became effective as of immediately following the consummation of the Spin-Off, pursuant to which Crane NXT changed its name from “Crane Holdings, Co.” to “Crane NXT, Co.” (the “Name Change”). evidence_url: https://www.sec.gov/Archives/edgar/data/25445/000119312523089723/0001193125-23-089723-index.htm - M&A Transactions Crane NXT, Co. completed a disposition involving Crane Company (closed 2023-04-03). - Action: disposition - Counterparty: Crane Company - Closing: 2023-04-03 source text: Effective as of 5:00 p.m. New York City time on April 3, 2023 (the “Distribution Date”), Crane NXT completed the Spin-Off through a pro rata distribution to holders of record of Crane NXT’s common stock, par value $1.00 per share (“Crane NXT Common Stock”), as of 5:00 p.m. New York City time on March 23, 2023 (the “Record Date”), of one share of Crane Company’s common stock, par value $1.00 per share (“Crane Company Common Stock”), for every one share of Crane NXT Common Stock held by such Crane NXT stockholders as of the Record Date (the “Distribution”). evidence_url: https://www.sec.gov/Archives/edgar/data/25445/000119312523089723/0001193125-23-089723-index.htm - Material Agreements Crane NXT, Co. entered into Tax Matters Agreement with Crane Company valued at governs rights, responsibilities and obligations after Spin-Off regarding tax liabilities and benefi (effective 2023-04-03). - Action: entry - Counterparty: Crane Company - Value: governs rights, responsibilities and obligations after Spin-Off regarding tax liabilities and benefi - Effective: 2023-04-03 source text: On April 3, 2023, Crane NXT and Crane Company entered into a Tax Matters Agreement which, among other things, governs Crane NXT’s and Crane Company’s respective rights, responsibilities and obligations after the Spin-Off with respect to tax liabilities and benefits evidence_url: https://www.sec.gov/Archives/edgar/data/25445/000119312523089723/0001193125-23-089723-index.htm - Material Agreements Crane NXT, Co. entered into Transition Services Agreement with Crane Company valued at provides for transition of support services for up to 18 months (effective 2023-04-03). - Action: entry - Counterparty: Crane Company - Value: provides for transition of support services for up to 18 months - Effective: 2023-04-03 source text: On April 3, 2023, Crane NXT and Crane Company entered into a Transition Services Agreement to provide for the transition of Crane Holdings, Co. into two independent, publicly-traded companies (Crane NXT and Crane Company), and to allow each party time to replace certain assets and employees that have been allocated to the other party. evidence_url: https://www.sec.gov/Archives/edgar/data/25445/000119312523089723/0001193125-23-089723-index.htm - Material Agreements Crane NXT, Co. entered into Separation and Distribution Agreement with Crane Company valued at sets forth agreements regarding principal transactions to effect the Spin-Off and ongoing relationsh (effective 2023-04-03). - Action: entry - Agreement: supply - Counterparty: Crane Company - Value: sets forth agreements regarding principal transactions to effect the Spin-Off and ongoing relationsh - Effective: 2023-04-03 source text: On April 3, 2023, Crane NXT, Co., which, prior to the Name Change (as defined below) was known as Crane Holdings, Co. (“Crane NXT”), entered into definitive agreements with Crane Company, a then wholly-owned subsidiary of Crane NXT (“Crane Company”). evidence_url: https://www.sec.gov/Archives/edgar/data/25445/000119312523089723/0001193125-23-089723-index.htm - Material Agreements Crane NXT, Co. entered into Employee Matters Agreement with Crane Company valued at governs rights, responsibilities and obligations after Spin-Off regarding employees and employee ben (effective 2023-04-03). - Action: entry - Counterparty: Crane Company - Value: governs rights, responsibilities and obligations after Spin-Off regarding employees and employee ben - Effective: 2023-04-03 source text: On April 3, 2023, Crane NXT and Crane Company entered into an Employee Matters Agreement which, among other things, governs Crane NXT’s, Crane Company’s and their respective subsidiaries’ rights, responsibilities and obligations after the Spin-Off with respect to the following matters: (i) employees and former employees evidence_url: https://www.sec.gov/Archives/edgar/data/25445/000119312523089723/0001193125-23-089723-index.htm - Material Agreements Crane NXT, Co. entered into Intellectual Property Matters Agreement with Crane Company valued at governs intellectual property matters in connection with the Spin-Off (effective 2023-04-03). - Action: entry - Agreement: supply - Counterparty: Crane Company - Value: governs intellectual property matters in connection with the Spin-Off - Effective: 2023-04-03 source text: These agreements include the Separation and Distribution Agreement (as described below), which contains certain key provisions related to the Spin-Off, as well as a Transition Services Agreement, a Tax Matters Agreement, an Employee Matters Agreement and an Intellectual Property Matters Agreement evidence_url: https://www.sec.gov/Archives/edgar/data/25445/000119312523089723/0001193125-23-089723-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.