Crane NXT, Co.CXT
Crane NXT, Co. Stock Compensation Disclosure
Stock-Based Compensation Plans
As a result of the Separation, all outstanding stock-based compensation awards of Holdings were exchanged for similarly valued stock-based compensation awards of either SpinCo, Crane NXT or both. The exchanged awards are subject to the same service vesting requirements as the original awards. Upon the exchange, there were 0.5 million options outstanding related to Crane NXT associates and 0.6 million options outstanding related to SpinCo associates.
The modification of the performance-based restricted share units resulted in a liability recorded upon Separation. The amount of the liability was $1.0 million and $1.6 million as of December 31, 2025, and 2024, respectively.
At December 31, 2025, we had stock-based compensation awards outstanding under the following shareholder-approved plans: the 2013 Stock Incentive Plan (the "2013 Plan"), 2018 Stock Incentive Plan (the "2018 Plan") and 2018 Amended and Restated Stock Incentive Plan (the “2018 Amended & Restated Plan”), applicable to employees and non-employee directors.
The 2013 Plan was approved by the Board of Directors and stockholders at the annual meeting in 2013. The 2013 Plan originally authorized the issuance of up to 9,500,000 shares of stock pursuant to awards under the plan. In 2018, in view of the limited number of shares remaining available under the 2013 Plan, the Board of Directors and stockholders approved the adoption of the 2018 Plan which authorized the issuance of up to 6,500,000 shares of Crane Holdings, Co. stock. In 2021, the Board of Directors and stockholders approved the adoption of the 2018 Amended and Restated Stock Incentive Plan which authorized the issuance of up to 4,710,000 shares of Crane Holdings, Co. stock. No further awards will be made under the 2013 Plan or 2018 Plan.
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 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 vest in four installments of 25% per year over four years beginning on the first anniversary of the grant date. All 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 during the years ended December 31, 2025, 2024 and 2023 are as follows:
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Dividend yield | 1.17 | % | 1.10 | % | 1.57 | % | ||||||||||||||
| Volatility | 35.23 | % | 36.00 | % | 32.33 | % | ||||||||||||||
| Risk-free interest rate | 4.11 | % | 4.23 | % | 3.67 | % | ||||||||||||||
| Expected lives in years | 7.7 | 7.7 | 7.7 | |||||||||||||||||
For 2025 and 2024, expected dividend yield was based on our dividend rate. For 2023, expected dividend yield was based on Holdings’ dividend rate. For 2025 and 2024, expected stock volatility was based on a weighted blend of our available stock price history and the median historical volatility of members of a volatility peer group. For 2023, expected stock volatility was determined based upon Holdings’ 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 represented the period of time that options granted are expected to be outstanding.
Activity in Crane NXT’s 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) | Aggregate Intrinsic Value (in millions) (a) | ||||||||||||||||||||||
| Options outstanding as of January 1, 2025 | 464 | $ | 40.82 | |||||||||||||||||||||||
| Granted | 106 | 58.25 | ||||||||||||||||||||||||
| Exercised | (39) | 26.74 | ||||||||||||||||||||||||
| Canceled | (15) | 54.78 | ||||||||||||||||||||||||
| Options outstanding as of December 31, 2025 | 516 | $ | 45.06 | 6.73 | $ | 3.0 | ||||||||||||||||||||
| Options exercisable as of December 31, 2025 | 256 | $ | 37.02 | 5.26 | $ | 2.8 | ||||||||||||||||||||
(a) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the estimated fair value of the common stock for in the money options at December 31, 2025.
Included in our stock-based compensation was expense recognized for our stock option awards of $1.7 million, $1.4 million and $4.8 million for the years ended December 31, 2025, 2024 and 2023, respectively.
During 2025, the weighted-average fair value of options granted was $23.82, the total fair value of shares vested was $1.5 million, and the total intrinsic value of options exercised was $1.2 million.
The total cash received from these option exercises during 2025, 2024 and 2023 was $2.6 million, $3.3 million and $5.0 million, respectively, and is reflected in the Consolidated and Combined Statement of Cash Flows as “Proceeds from stock options exercised” within financing activities. The tax benefit realized for the tax deductions from these option exercises was $0.1 million, $0.4 million and $0.4 million as of December 31, 2025, 2024 and 2023, respectively.
As of December 31, 2025, there was $3.8 million of total future compensation cost related to unvested share-based awards to be recognized over a weighted-average period of 2.07 years.
Restricted Share Units and Performance-Based Restricted Share Units
Restricted share units vest in four installments of 25% per year over four years beginning on the first anniversary of the grant date and are subject to forfeiture restrictions which lapse over time. The vesting of performance-based restricted share units is determined based on relative total shareholder return for Crane NXT, Co. compared to the S&P Midcap 400 Capital Goods Group over a three-year period, with payout potential ranging from 0% to 200% but capped at 100% if our three-year total shareholder return is negative. The fair value of performance-based restricted share units is calculated using a Monte Carlo pricing model on the date of grant.
Included in our stock-based compensation was expense recognized for our restricted share unit and performance-based restricted share unit awards of $11.0 million, $9.2 million and $5.5 million for the years ended December 31, 2025, 2024 and 2023, respectively. The tax benefit for the vesting of the restricted share units was $0.6 million, $0.8 million and $0.5 million as of December 31, 2025, 2024 and 2023, respectively.
As of December 31, 2025, there was $17.7 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 1.79 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 | 461 | $ | 51.07 | |||||||||||
| Restricted share units granted | 180 | 56.96 | ||||||||||||
| Restricted share units vested | (159) | 46.22 | ||||||||||||
| Restricted share units forfeited | (42) | 51.07 | ||||||||||||
| Performance-based restricted share units granted | 89 | 63.61 | ||||||||||||
| Performance-based restricted share units vested | (14) | 48.63 | ||||||||||||
| Performance-based restricted share units forfeited | (13) | 62.08 | ||||||||||||
| Restricted share units as of December 31, 2025 | 502 | $ | 56.73 | |||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 20, 2025 | |
| 2023 | Feb 22, 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.