Crane CoCR
Crane Co Stock Compensation Disclosure
Stock-Based Compensation Plans
At December 31, 2025, we had stock-based compensation awards outstanding under the Crane Company 2023 Stock Incentive Plan (the “2023 Plan”). The 2023 Plan was approved by the Board of Directors of the Company (the “Board”) on February 27, 2023, and by Crane Holdings, Co. as the sole shareholder of the Company on February 27, 2023. The 2023 Plan authorized the issuance of up to 9,750,000 shares of stock pursuant to awards under the plan.
In accordance with the Employee Matters Agreement entered into between Crane Holdings, Co. and Crane Company, as further described in Note 1, “Basis of Presentation,” previously outstanding equity compensation awards granted under the historical Crane Holdings, Co. 2018 Amended and Restated Stock Incentive Plans prior to the Separation and held by certain executives and employees of Crane Holdings, Co. were adjusted to reflect the impact of the Separation on these awards.
To preserve the aggregate intrinsic value of these equity compensation awards, as measured immediately before and immediately after the Separation, each Crane Holdings, Co. equity-based compensation award was adjusted using either the shareholder method or the replacement method.
Any stock-based compensation award held by an Executive Officer or Non-Employee Director was adjusted using the shareholder method, in which each Crane Holdings, Co. equity compensation award outstanding prior to the Separation was adjusted into a Crane NXT, Co. Equity Compensation Award under one of the continuing Crane Holdings, Co. Stock Incentive Plans and a Crane Company equity compensation award under the Crane Company 2023 Stock Incentive Plan. All other stock based compensation awards were adjusted using the replacement method in which each Crane Holdings, Co. equity compensation award outstanding prior to the Separation was adjusted into either a Crane NXT, Co. equity compensation award under one of the continuing Crane Holdings, Co. Stock Incentive Plans or a Crane Company Equity Compensation Award under the Crane Company 2023 Stock Incentive Plan, based on whether the award holder is employed by Crane NXT, Co. or Crane Company immediately after the Separation.
The stock incentive plans are used to provide long-term incentive compensation through stock options, restricted share units, performance-based restricted share units and deferred stock units.
Stock Options
Options are granted under the Stock Incentive Plan to officers and other key employees and directors at an exercise price equal to the closing price on the date of grant. Unless otherwise determined by the Compensation Committee which administers the plan, options become exercisable at a rate of 25% after the first year, 50% after the second year, 75% after the third year and 100% after the fourth year from the date of grant. All options granted to directors and options granted to officers and employees after 2014 expire 10 years after the date of grant.
We determine the fair value of each grant using the Black-Scholes option pricing model. The weighted-average assumptions for grants made during the years ended December 31, 2025, 2024 and 2023 are as follows:
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Dividend yield | 0.53 | % | 0.66 | % | 1.57 | % | ||||||||||||||
| Volatility | 33.71 | % | 32.83 | % | 32.33 | % | ||||||||||||||
| Risk-free interest rate | 4.40 | % | 4.12 | % | 3.67 | % | ||||||||||||||
| Expected lives in years | 7.8 | 7.8 | 7.7 | |||||||||||||||||
Expected dividend yield is based on our dividend rate. Expected stock volatility was determined based upon the historical volatility for the four-year period preceding the date of grant. The risk-free interest rate was based on the yield curve in effect at the time the options were granted, using U.S. constant maturities over the expected life of the option. The expected lives of the awards represent the period of time that options granted are expected to be outstanding.
Activity in our stock option plans for the year ended December 31, 2025, were as follows:
| Option Activity | Number of Shares (in 000’s) | Weighted Average Exercise Price | Weighted Average Remaining Life (Years) | |||||||||||||||||
| Options outstanding as of January 1, 2025 | 1,218 | $ | 61.33 | |||||||||||||||||
| Granted | 50 | 173.50 | ||||||||||||||||||
| Exercised | (189) | 50.38 | ||||||||||||||||||
| Canceled | (7) | 89.89 | ||||||||||||||||||
| Options outstanding as of December 31, 2025 | 1,072 | $ | 68.28 | 4.5 | ||||||||||||||||
| Options exercisable as of December 31, 2025 | 904 | $ | 58.68 | 3.9 | ||||||||||||||||
Information regarding our stock option activity is as follows:
| (in millions, except fair value per award) December 31, | 2025 | 2024 | 2023 | ||||||||||||||
| Weighted-average grant-date fair value per award | $ | 76.71 | $ | 52.50 | $ | 42.47 | |||||||||||
| Total fair value of options vested | $ | 2.5 | $ | 2.7 | $ | 5.7 | |||||||||||
| Total intrinsic value of options exercised | $ | 23.8 | $ | 22.7 | $ | 24.3 | |||||||||||
| Aggregate intrinsic value of exercisable options | $ | 113.6 | $ | 95.4 | $ | 67.7 | |||||||||||
| Total proceeds from option exercises | $ | 9.5 | $ | 10.5 | $ | 30.3 | |||||||||||
| Tax benefit relating to option exercises | $ | 5.5 | $ | 4.1 | $ | 5.0 | |||||||||||
Included in our share-based compensation was expense recognized for our stock option awards of $4.7 million, $4.0 million and $4.5 million in 2025, 2024 and 2023, respectively. These amounts include expense related to discontinued operations of $0.0 million, $0.1 million and $0.3 million in 2025, 2024 and 2023, respectively.
As of December 31, 2025, there was $2.7 million of total future compensation cost related to unvested share-based awards to be recognized over a weighted-average period of 0.91 years.
Restricted Share Units and Performance-Based Restricted Share Units
Restricted share units vest at a rate of 25% after the first year, 50% after the second year, 75% after the third year and 100% after the fourth year from the date of grant and are subject to forfeiture restrictions which lapse over time. The vesting of performance-based restricted share units is determined in three years based on relative total shareholder return for Crane Company compared to the S&P Midcap 400 Capital Goods Group, with payout potential ranging from 0% to 200% but capped at 100% if our three-year total shareholder return is negative.
Included in our share-based compensation was expense recognized for our restricted share unit and performance-based restricted share unit awards of $22.1 million, $18.5 million and $14.5 million in 2025, 2024 and 2023, respectively. These amounts include expense related to discontinued operations of $0.0 million, $0.3 million and $0.9 million in 2025, 2024 and 2023, respectively.
The tax benefit for the vesting of the restricted share units was $7.7 million, $6.5 million and $2.0 million as of December 31, 2025, 2024 and 2023, respectively.
As of December 31, 2025, there was $17.5 million of total future compensation cost related to restricted share unit and performance-based restricted share unit awards, to be recognized over a weighted-average period of 1.30 years.
Changes in our restricted share units for the year ended December 31, 2025, were as follows:
| Restricted Share Unit Activity | Restricted Share Units (in 000’s) | Weighted Average Grant-Date Fair Value | ||||||||||||
| Restricted share units as of January 1, 2025 | 390 | $ | 97.47 | |||||||||||
| Restricted share units granted | 74 | 170.77 | ||||||||||||
| Restricted share units vested | (129) | 81.45 | ||||||||||||
| Restricted share units forfeited | (18) | 102.23 | ||||||||||||
| Performance-based restricted share units granted | 75 | 145.88 | ||||||||||||
| Performance-based restricted share units vested | (85) | 71.14 | ||||||||||||
| Performance-based restricted share units forfeited | (6) | 62.89 | ||||||||||||
| Restricted share units as of December 31, 2025 | 301 | $ | 138.99 | |||||||||||
Liability Performance-Based Restricted Share Units
As a result of Separation, certain executives hold performance-based restricted share units (“PRSUs”) that have undergone an equity-to-liability modification and are denominated in Crane NXT, Co. stock. As the PRSUs vest based on the performance of Crane NXT, Co.’s stock, the PRSUs are classified as a liability. The fair value of the PRSU liability was estimated based on a Monte Carlo simulation, which models multiple stock price paths of Crane NXT, Co.’s stock and that of its peer group to evaluate and determine its ultimate expected relative TSR. The awards are fair valued throughout the vesting period via the Monte Carlo simulation.
During the years ended December 31, 2025, 2024, and 2023, the Company recognized $0.4 million, $3.5 million and $7.9 million in share-based compensation expense related to the liability PRSUs, respectively. During the years ended December 31, 2025 and 2024, 88,505 and 101,182 units vested and were settled by Crane NXT Co. The impact from settlement of this liability was reflected on the Consolidated Statement of Changes in Equity as a $5.7 million and $6.1 million capital contribution as of December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the total liability related to these awards was $2.1 million and $7.4 million, respectively, and included in other liabilities on our Consolidated Balance Sheets.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 27, 2025 | |
| 2023 | Feb 26, 2024 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.