Crane : 2022 Proxy Statement - Prospectus

2022 Notice of Annual Meeting and

Proxy Statement/Prospectus

CRANE CO.

100 FIRST STAMFORD PLACE STAMFORD, CONNECTICUT 06902

A HOLDING COMPANY REORGANIZATION IS PROPOSED - YOUR VOTE IS VERY IMPORTANT Dear Fellow Stockholders:

This Proxy Statement/Prospectus and the 2021 Annual Report to Stockholders are available atwww.craneco.com/ar

Crane Co. cordially invites you to attend the virtual Annual Meeting of Stockholders of Crane Co., which will be held online via live webcast at 10:00 a.m. Eastern Daylight Time, on Monday, May 16, 2022. There will be no physical location for the Annual Meeting. Crane Co. stockholders will be able to attend the Annual Meeting online, and, with a control number appearing on your proxy card, vote shares electronically and submit questions during the Annual Meeting by visitingwww.meetnow.global/MXUNZN9 at the meeting date and time.

In addition to the other proposals described on the following pages, at the Annual Meeting, you will be asked to consider and vote on a proposal (the "Holding Company Proposal") to reorganize our corporate structure following which Crane Co. will become a subsidiary of a new Delaware corporation named Crane Holdings, Co. ("Crane Holdings").

Implementing the new holding company structure will provide us with strategic, operational and financing flexibility and enable us to more efficiently manage the operations and liabilities in each segment of our business.

The Holding Company Proposal contemplates that Crane Co. will merge with Crane Transaction Company, LLC, a new Delaware limited liability company and wholly-owned subsidiary of Crane Holdings ("Merger Sub"), pursuant to an agreement and plan of merger. Upon completion of the reorganization merger, Crane Co. will be a wholly-owned subsidiary of Crane Holdings and Crane Holdings will replace Crane Co. as the publicly-listed corporation and will conduct all of the operations currently conducted by Crane Co. Your shares of Crane Co. common stock will be converted automatically into shares of Crane Holdings common stock. You will own the same number of shares of Crane Holdings common stock as you own of Crane Co. common stock immediately prior to the reorganization merger, and your shares in Crane Holdings will represent the same ownership of Crane Holdings as you have of Crane Co. immediately prior to the reorganization merger. Your rights as a stockholder of Crane Holdings will be substantially the same as the rights you currently have as a stockholder of Crane Co., including rights as to voting and dividends. In addition, the reorganization merger contemplated by the Holding Company Proposal is generally expected to be tax-free to Crane Co., Crane Holdings and Crane Co. stockholders for U.S. federal income tax purposes.

We expect the shares of Crane Holdings common stock to continue to trade under the ticker symbol "CR" on the New York Stock Exchange.

Our Board of Directors has carefully considered the agreement and plan of merger and believes that it is advisable, fair to and in the best interests of our stockholders, and recommends that you vote FOR the Holding Company Proposal and the other proposals described on the following pages. Because adoption and approval of the Holding Company Proposal requires the affirmative vote of a majority of the issued and outstanding shares of Crane Co. stock entitled to vote at the Annual Meeting, it is important that your shares be represented at the Annual Meeting, regardless of the size of your holdings. If you are unable to attend the virtual Annual Meeting, we urge you to participate by voting your shares by proxy pursuant to the instructions included in this Proxy Statement/Prospectus. Any stockholder attending the virtual Annual Meeting may vote at the virtual Annual Meeting even if a proxy has been returned.

The Notice of Annual Meeting and Proxy Statement/Prospectus on the following pages describe the matters to be presented at the Annual Meeting. Management will also report on current operations, and there will be an opportunity to ask questions regarding Crane Co. and its activities.

Please read these materials carefully. In particular, you should consider the discussion of risk factors beginning on page 17 before voting on the Holding Company Proposal.

Sincerely,

James L. L. Tullis Chairman of the Board April 15, 2022

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this Proxy Statement/Prospectus or determined if this Proxy Statement/Prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

This Proxy Statement/Prospectus is dated April 15, 2022 and is first being mailed to Crane Co. stockholders on or about April 18, 2022.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

MAY 16, 2022

To the Stockholders of Crane Co.:

The 2022 ANNUAL MEETING OF STOCKHOLDERS OF CRANE CO. will be held virtually for the following purposes:

WHEN:

May 16, 2022 Monday 10:00 a.m. Eastern Daylight Time

WHERE:

Online via live webcast atwww.meetnow.global/ MXUNZN9

HOW TO VOTE:

By Phone

800-652-VOTE (8683) in the United States, United States territories, and Canada

By Mail

Complete, sign, and return the proxy card.

By Internet

www.envisionreports.com/cr

Live Webcast

Stockholders at the close of business on April 5, 2022, are entitled to vote at the Annual Meeting virtually.

By Scanning

You can vote your shares online by scanning the QR code on your proxy card.

Board

Proposal	Recommendation
Item 1	To elect nine directors to serve for one-year terms	FOR each director
until the annual meeting of stockholders in 2023	Page 19
Item 2	To consider and vote on a proposal to ratify the	FOR
selection of Deloitte & Touche LLP as independent	Page 41
auditors for Crane Co. for 2022
Item 3	To consider and vote on a proposal to approve, by a	FOR
non-binding advisory vote, the compensation paid by	Page 44
the Company to certain executive officers
Item 4	To consider and vote on a proposal (the "Holding	FOR
Company Proposal"), to adopt and approve the	Page 81
Agreement and Plan of Merger by and among Crane
Co., Crane Holdings, Co. and Crane Transaction
Company, LLC

In addition, any other business properly presented may be acted upon at the meeting. In order to assure a quorum at the virtual 2022 Annual Meeting of Stockholders of Crane Co. (the "Annual Meeting"), it is important that stockholders who do not expect to attend virtually vote by using the internet address or the toll-free telephone number listed in this Proxy Statement/Prospectus or vote by completing and returning, or by scanning the QR code on, the proxy card enclosed in the proxy materials that have been mailed to you. Any stockholder of Crane Co., any past or present associate, and other invitees may attend the Annual Meeting.

The board of directors of the Company (the "Board") has fixed the close of business on April 5, 2022 as the record date for the Annual Meeting (the "Record Date"). Stockholders at that date and time are entitled to notice of and to vote at the Annual Meeting or any postponement or adjournment of the Annual Meeting. Each share is entitled to one vote. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting:www.meetnow.global/MXUNZN9 at the meeting date and time described in this Proxy Statement/Prospectus. There is no physical location for the Annual Meeting.

This Notice of Annual Meeting of Stockholders and related Proxy Statement/ Prospectus are first being mailed to all Crane Co. stockholders as of the Record Date on or about April 18, 2022.

Crane Co. stockholders can also view this Proxy Statement/Prospectus and the Annual Report online atwww.envisionreports.com/cr.

A complete list of stockholders as of the Record Date will be open to examination by any stockholder during regular business hours at the offices of Crane Co., 100 First Stamford Place, Stamford, Connecticut 06902, for 10 days before the Annual Meeting, as well as at the Annual Meeting by visitingwww.meetnow.global/MXUNZN9 on the meeting day and time, entering your control number and joining the Annual Meeting as a "Shareholder".

By Order of the Board of Directors,

Anthony M. D'Iorio Secretary

April 15, 2022

Additional Information

This Proxy Statement/Prospectus incorporates by reference important business and financial information about the Company from our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the U.S. Securities and Exchange Commission on February 28, 2022, and other documents that are not included or delivered with this Proxy Statement/Prospectus. See "Where You Can Find Additional Information" on page 114 and "Incorporation of Certain Documents by Reference" on page 114 for more information. You should rely only on the information contained or incorporated by reference in this Proxy Statement/Prospectus and the Registration Statement of which this Proxy Statement/Prospectus is a part to vote on the proposals being presented at the Annual Meeting. No one has been authorized to provide you with information that is different from what is contained in this document or in the documents that are incorporated by reference.

We will provide, without charge, to each person to whom a copy of this Proxy Statement/Prospectus has been delivered, a copy of any and all of the documents referred to herein that are summarized in this Proxy Statement/Prospectus, if such person makes a written or oral request directed to Crane Co., 100 First Stamford Place, Stamford, Connecticut 06902,

Attention: Corporate Secretary, Telephone: [phone]. If you would like to request any documents, please do so by May 9, 2022 in order to receive them before the Annual Meeting.

This Proxy Statement/Prospectus is dated April 15, 2022. You should not assume the information contained in this Proxy Statement/Prospectus is accurate as of any date other than this date, and neither the mailing (or otherwise making available) of this Proxy Statement/Prospectus nor the issuance of the Crane Holdings common stock pursuant to the agreement and plan of merger implies that information is accurate as of any other date.