Crane NXT, Co. — Director's Dealing 2023

Nov 29, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Crane NXT, Co. (CXT)
CIK: 0000025445
Period of Report: 2023-11-27

Reporting Person: MITCHELL MAX H (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-11-27	COMMON STOCK	M	34691	$35.06	Acquired	357319	Direct
2023-11-27	COMMON STOCK	S	34691	$52.20	Disposed	322628	Direct
2023-11-28	COMMON STOCK	M	21502	$35.06	Acquired	344130	Direct
2023-11-28	COMMON STOCK	S	21502	$51.42	Disposed	322628	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-11-27	Employee Stock Option (Right to Buy)	$35.06	M	34691	Disposed	2028-01-29	COMMON STOCK (34691)	Direct
2023-11-28	Employee Stock Option (Right to Buy)	$35.06	M	21502	Disposed	2028-01-29	COMMON STOCK (21502)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
COMMON STOCK	2939	Indirect

Footnotes

F1: Mr. Mitchell exercised and sold 34,691 stock options at a weighted average price of $52.20 to better diversify his investment portfolio, which is largely comprised of Crane NXT stock. Following this exercise and sale, Mr. Mitchell's direct ownership level remains unchanged at 322,628 shares of Crane NXT stock.

F2: Weighted average price at which shares were sold at prices ranging from $52.07 to $52.31. The reporting person undertakes to provide, upon request of the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F3: The Company's stock ownership guidelines for non-employee directors require Mr. Mitchell to maintain a minimum ownership level of at least five times the cash portion of his annual retainer received as a director. After giving effect to the exercise and sale, Mr. Mitchell continues to beneficially own more than 100 times the cash portion of his annual retainer in issuer stock.

F4: Mr. Mitchell exercised and sold 21,502 stock options at a price of $51.42 to better diversify his investment portfolio, which is largely comprised of Crane NXT stock. Following this exercise and sale, Mr. Mitchell's direct ownership level remains unchanged at 322,628 shares of Crane NXT stock.

F5: Pursuant to the terms of the spin-off of Crane Company from the issuer on April 3, 2023 (the "Separation"), the exercise price of all employee stock options issued by the issuer that were held by employees of the issuer, including the reporting person, and outstanding immediately prior to the consummation of the Separation, were adjusted. The adjustment was intended to maintain the intrinsic value of the employee stock option of the issuer immediately before and after the consummation of the Separation. This exercise price reflects such adjustment.

F6: The options were granted 1/29/2018 with a ten-year term and vested 25% each year over four years.