Crane NXT : 2022 Proxy Statemen

2023

NOTICE OF ANNUAL MEETING

AND PROXY STATEMENT

CRANE NXT, CO.

950 WINTER STREET, 4TH FLOOR WALTHAM, MA 02451

Dear Fellow Stockholders:

This Proxy Statement and the 2022 Annual Report to Stockholders are available at www.investors.cranenxt.com/ar

Crane NXT, Co. ("Crane NXT"), cordially invites you to attend its virtual Annual Meeting of Stockholders, which will be held online via live webcast at 10:00 a.m. Eastern Daylight Time, on Monday, June 5, 2023. There will be no physical location for the Annual Meeting. Crane NXT 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 visiting www.meetnow.global/MDWD6FQ at the meeting date and time.

As the new Chairman of Crane NXT, I couldn't be more excited about the strength of the business today, and about the many incremental opportunities we are pursuing. Today, Crane NXT is a premier industrial technology company and a trusted partner to governments and businesses around the world for security, authentication, and automation solutions. We have deep expertise and proprietary capabilities with sensing technologies for verification and authentication, micro-optics technology for visual authentication, as well as related managed services and software. These capabilities underpin our strong business today, support opportunities for growth in our core, and provide the foundation for growth into near-adjacencies both organically and through acquisitions. I am confident that Crane NXT is well positioned to drive long-term profitable growth for the benefit of all of our stakeholders.

As a reminder, in March 2022, we announced our plan to separate Crane Holdings, Co. into two independent, publicly traded companies through the distribution to our stockholders of all of our businesses, other than our Payment & Merchandising Technologies segment. We completed the separation transaction on April 3, 2023. Upon completion of the separation transaction, Crane Holdings, Co. was renamed "Crane NXT, Co." and continues to operate the businesses that were within the former Payment & Merchandising Technologies segment. The new company distributed to Crane Holdings, Co. stockholders at separation, Crane Company, holds our former Aerospace & Electronics and Process Flow Technologies global growth platforms, as well as our Engineered Materials segment.

References in this Proxy Statement to Crane Holdings, Co. (including "Crane Holdings" or "Holdings") refer to our pre-separation Company, references to Crane NXT, Co. refer to our post-separation Company, and references to Crane Company refer to the company we distributed to our stockholders. References to the "Company" or "we" include both Holdings pre-separation and Crane NXT post-separation, as the context dictates, and references to "Crane" generally, refer to the entire Crane organization, encompassing all entities.

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

It is important that your shares be represented at the meeting, regardless of the size of your holdings. If you are unable to attend, I urge you to participate by voting your shares by proxy. You may do so by using the internet address or the toll-free telephone number set forth in this Proxy Statement, or by requesting a printed copy of the proxy materials and completing and returning by mail the proxy card you receive in response to your request.

Sincerely,

John S. Stroup

Chairman of the Board

April 21, 2023

1

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

JUNE 5, 2023

To the Stockholders of Crane NXT, Co.:

The 2023 ANNUAL MEETING OF STOCKHOLDERS OF CRANE NXT, CO. will be held virtually for the following purposes:

WHEN:

June 5, 2023 Monday 10:00 a.m. Eastern Daylight Time

WHERE:

Online via live webcast at www.meetnow.global/

MDWD6FQ

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/cxt

Live Webcast

Stockholders at the close of business on April 10, 2023, 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 eight directors to serve for one-year terms	FOR each director
	until the annual meeting of stockholders in 2024	▶	Page 10
Item 2	To consider and vote on a proposal to ratify the	FOR
	selection of Deloitte & Touche LLP as independent	▶	Page 34
	auditors for Crane NXT for 2023
Item 3	To consider and vote on a proposal to approve, by a	FOR
	non-binding advisory vote, the compensation paid by	▶	Page 38
	the Company to certain executive officers
Item 4	To consider and vote on a proposal to approve, by a	EVERY YEAR
	non-binding advisory vote, the frequency with which	▶	Page 83
	we will ask stockholders to approve the compensation

paid by the Company to certain executive officers

In addition, any other business properly presented may be acted upon at the meeting.

In order to assure a quorum at the virtual 2023 Annual Meeting of Stockholders of Crane NXT (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. If you have requested paper copies of the proxy materials, you can vote by completing and returning the proxy card enclosed in those materials.

Any stockholder of Crane NXT, any past or present associate, and other invitees may attend the Annual Meeting.

The Board of Directors has fixed the close of business on April 10, 2023, as the record date for the meeting. 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/MDWD6FQ at the meeting date and time described in this Proxy Statement. There is no physical location for the Annual Meeting.

This Notice of Annual Meeting of Stockholders and related Proxy Statement are first being distributed or made available to stockholders on or about April 21, 2023.

We previously mailed a Notice of Internet Availability of Proxy Materials to all Crane NXT stockholders as of the record date. The notice advised such stockholders that they could view the Proxy Statement and Annual Report online at www.envisionreports.com/cxt, or request in writing a paper or e-mail copy of the proxy materials at no cost.

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 NXT, 950 Winter Street, 4th Floor, Waltham, MA 02451, on the day of the Annual Meeting, as well as at the Annual Meeting by visiting www.meetnow.global/MDWD6FQ 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,

Paul G. Igoe

Secretary

April 21, 2023

2

PROXY SUMMARY

Director Nominees

Director

Name and Profession

Age

Since

AC

NGC

EC

MOCC

Michael Dinkins

69

2019

Retired Executive Vice President and Chief

Financial Officer, Integer Holdings Corporation

William Grogan

44

2023

Senior Vice President and Chief Financial Officer,

IDEX Corporation

Cristen Kogl

57

2023

Chief Legal Officer, Zebra Technologies

Corporation

Ellen McClain

58

2013

President, Year Up

Max H. Mitchell

59

2014

President and Chief Executive Officer of Crane

Company

Aaron W. Saak

49

2023

President and Chief Executive Officer of Crane

NXT

John S. Stroup

56

2020

Operating Advisor, Clayton, Dublier & Rice

James L. L. Tullis

75

1998

Chairman, Tullis Health Investors, Inc.

AC

Audit Committee

NGC

Nominating and Governance Committee

Chair

Member

EC

Executive Committee

MOCC

Management Organization and Compensation Committee

3

Proxy Summary

Corporate Governance Highlights

Recent Governance Enhancements

As stated in our Corporate Governance Guidelines, the Board is responsible for helping to create a culture of high ethical standards and is committed to continually improving its corporate governance process, practices and procedures. Accordingly, the Board has adopted the following best practices in corporate governance.

Board renewal and composition (eleven new directors in the last ten years): In connection with the separation transaction, the members of the Crane NXT Board were chosen with the intention of providing an optimal balance between continuity (by including a number of Crane Holdings, Co. directors), with independence and relevant market focused experience to drive growth. The Board, specifically through the Nominating and Governance Committee, continually evaluates the skills, expertise, integrity, diversity, and other qualities believed to enhance the Board's ability to manage and direct the affairs and business of the Company. Since 2013, the Board has added eleven new directors to accomplish these goals.

Ongoing Board Governance Practices

• Separate Chairman and CEO roles
• 100% independent Audit, Nominating and Governance, and Management Organization and Compensation committees
• Regular executive sessions of non-management directors
• Annual Board and committee performance self- evaluations
• Over 90% Board and committee attendance in 2022
• Offer of resignation upon significant change in primary job responsibilities
• Directors are elected annually
• Majority voting and director resignation policy for directors in uncontested elections

• Stringent conflict of interest policies
• Directors subject to stock ownership guidelines and anti-hedging and pledging policies
• Director retirement policy
• Strict over-boarding policy for directors
• Diverse Board with the appropriate mix of skills, experience and perspective
• Comprehensive director nomination and Board refreshment process
• Oversight of sustainability and human capital matters impacting our business

2022 Performance Highlights

Upon the effectiveness of the separation transaction, Crane NXT is comprised of the Payment and Merchandising Technologies and Currency businesses of Crane Holdings, Co. However, this Proxy Statement summarizes the pre-separation performance in 2022 of those businesses as well as the Aerospace & Electronics, Process Flow Technologies and Engineered Materials segments that now comprise Crane Company. We expect Crane NXT to grow and expand within the markets where it competes today, as well as in adjacent markets where its technologies and capabilities have application; and we expect Crane NXT to continue to be guided by the same core values and disciplined execution that has been a hallmark of the Crane organization for over 160 years.

Crane Holdings, Co. delivered strong financial performance and operating results during 2022, setting new records for segment profit and segment margins. We delivered these strong results even though some of Crane Holdings' largest end markets, most notably commercial aerospace and certain Crane Payment Innovations (CPI) verticals, remained depressed, with demand still below 2019 pre-novel coronavirus ("COVID-19") levels. Further, these record results were achieved despite numerous challenges during the year including persistent and substantial inflation and ongoing supply chain disruptions. In addition to generating strong financial results, Crane Holdings continued its consistent investment in numerous strategic growth initiatives to ensure that the Crane businesses remain positioned to deliver profitable and

4

Proxy Summary

sustainable above-market growth over the long-term. We believe that our performance is evidence of our consistent, differentiated, best-in-class execution capabilities enabled by the cadence and discipline of the Crane Business System, Crane's strong and unique culture, and the performance of Crane's experienced and highly capable senior management team.

In addition to our strong financial performance, during 2022, we announced three major strategic actions that we believe will unlock significant stockholder value.

• On March 30, 2022, Holdings announced its intention to separate into two independent, publicly traded companies to optimize investment and capital allocation in order to accelerate growth. Holdings' Board of Directors and management believe that the creation of two market focused companies with distinct product and service offerings will better position each business to deliver long-term growth and create value for all stakeholders, including customers, investors and our associates.
• On April 25, 2022, Holdings announced an agreement to divest Crane Supply, the Company's Canadian distribution business, to further demonstrate our commitment to reshaping our portfolio to accelerate growth and provide a greater focus on manufacturing highly engineered products for our core markets.
• On August 15, 2022, Holdings announced the sale of a subsidiary holding all asbestos liabilities and related insurance assets to permanently remove all asbestos related liabilities and obligations from its balance sheet. We believe this transaction eliminates uncertainty about the potential magnitude of this liability, and will result in higher annual free cash flow available for investment in our business and/or return to stockholders.

Taken together, these three actions position the Company for substantial value creation entering 2023 and beyond.

The market's view of Holdings' strong performance, continued investment for growth, and strategic actions is reflected in Holdings' stock performance, with total stockholder return (share price appreciation plus reinvested dividends) ("TSR") outpacing the most relevant benchmark indices during the last one-year (2022) and two-year(2021-2022) periods. Three-year(2020-2022) TSR trailed that of the most relevant benchmark indices, which reflects outperformance in 2021 and 2022 that was more than offset by the stock's relative underperformance in 2020.

Crane Holdings, Co. TSR for Periods Ending December 31, 2022

One-Year TSR

(2022)
	0.6%
Stockholder	Return
Total	(10.0%)
	(18.1%)

Crane	S&P Midcap 400 S&P 500
Holdings,Co.	Capital Goods

Two-Year TSR

Three-Year TSR

(2021-2022)		(2020-2022)	37.7%
	34.2%
Stockholder		Stockholder	Return
Return		24.7%
				24.0%
		14.9%
Total		5.4%	Total

Crane	S&P Midcap 400 S&P 500	Crane	S&P Midcap 400 S&P 500
Holdings,Co.	Capital Goods	Holdings,Co.	Capital Goods

• See "Non-GAAP Reconciliation" beginning on page 86 for more detail regarding Special Items impacting Adjusted EPS, free cash flow and adjusted operating margins, as well as a reconciliation of the non-GAAP measures used herein.

Strong Financial Results Despite Ongoing Market Challenges

Final 2022 financial and operational results, adjusted for strategic actions, were substantially above the announced financial targets for the year, driven by a combination of a better-than-expected recovery in certain end markets, consistent and strong operational execution, and substantial benefits from strategic growth investments. Specifically:

• Holdings reported GAAP earnings per diluted share (EPS) of $7.01 in 2022 compared to $7.36 in the prior year. The decline in GAAP EPS was driven primarily by a loss on the strategic divestiture of asbestos-related assets and liabilities of $2.84 per share and $0.64 per share of net increase in transaction related expenses, partially offset by a $2.86 per share gain on the divestiture of Crane Supply net of deferred tax adjustments, and increased segment profit. EPS Excluding Special Items ("Adjusted EPS") in 2022 was a record $7.88, an increase of 15% compared to $6.88 in the prior year.

5

Proxy Summary

• Cash used for operating activities in 2022 was $152 million, compared to cash provided by operating activities of $499 million in 2021. Cash used for operating activities in 2022 included outflows of $605 million related to the strategic divestiture of asbestos-related assets and liabilities and other portfolio actions. Capital expenditures in 2022 were $58 million, compared to $54 million last year. Free cash flow (cash provided by operating activities less capital spending) in 2022 was negative $210 million, compared to positive $445 million last year. Adjusted free cash flow (free cash flow less the cash outflows associated with the divestiture of asbestos-related assets and liabilities and other portfolio actions) in 2022 was $395 million, compared to $445 million last year. The decline in adjusted free cash flow primarily reflects higher working capital resulting from higher core sales and the challenging supply chain environment.
• Operating margins declined to 10.9% in 2022, compared to 15.5% in 2021, driven primarily by a 480 basis point impact from the loss on divestiture of asbestos-related assets and liabilities, a 120 basis point impact from the net increase in transaction related expenses, and a 70 basis point impact from the net increase in repositioning related charges, partially offset by operational improvements. Excluding the Special Items described above and on page 87 ("adjusted operating margin"), margins reached a record 17.7%, compared to 15.5% in 2021. The improvement in adjusted operating margin was driven primarily by strong pricing net of inflation and productivity.
• Sales of $3,375 million decreased 1% compared to 2021. The decrease in sales was comprised of a 4% impact from the divestiture of Crane Supply and a 3% impact from unfavorable foreign exchange, partially offset by 6% core sales growth. The increase in core sales was driven by broad-based strength across the Process Flow Technologies segment, commercial Aerospace, and at the Crane Payment Innovations business.

In addition to delivering strong financial results during 2022, Holdings continued to execute on key strategic growth initiatives to ensure that Crane is positioned for long-term, sustainable stockholder value creation. Notable accomplishments included:

• Holdings continued to introduce new products and solutions at an accelerating pace in 2022, most notably at Process Flow Technologies and Payment & Merchandising Technologies.
• Holdings continued to invest in the development of next-generation technologies, most notably at Aerospace & Electronics and Payment & Merchandising Technologies.
• The combination of new product development and advances in technology capabilities resulted in continued growth across the Company's portfolio despite supply-chain and pandemic related disruptions.
• Holdings completed repositioning actions in Process Flow Technologies initiated at the end of 2019 which involved facility consolidations to better geographically align our manufacturing footprint with customer needs, and to improve our cost position.

In addition to the three strategic actions detailed in the Performance Highlights above, during the first two quarters of 2022, Holdings also completed a $300 million share repurchase program that was announced in October 2021. The repurchases reflected the strength of our balance sheet position, challenges deploying capital on acquisitions in the current market environment, and management and the Board's strong conviction in Crane's medium- and long-term outlook.

A substantial majority of the compensation for Holdings' named executive officers ("NEOs") is performance-based and thus varies with the Company's actual results. Consistent with the Management Organization and Compensation Committee's continued focus on aligning pay with performance, annual bonus payouts were above target but at lower levels than 2021 while performance-based restricted share units ("PRSUs") for the 2020-2022 performance period paid out at a higher level than the prior year PRSUs as a result of improved TSR relative to peers.

6

Proxy Summary

Specifically, annual bonuses for our CEO and other corporate NEOs, which are linked to Crane's earnings per share and free cash flow, were 133.3% of target in 2022 compared to 200% in 2021, and 13% for the CEO (as calculated) and 50% for the NEO's (as adjusted)* in 2020. The PRSUs granted to our NEOs for the three-year period 2020-2022 vested at 52.6% of target which reflects the percentile ranking of the Company's TSR relative to the TSR's of the other constituent companies in the S&P Midcap 400 Capital Goods Group. In 2021, the PRSUs granted for the three-year period 2019-2021 vested at 25% of target. In 2020, the PRSUs granted for the three-year period 2018-2020 vested at 0% of target due to below threshold performance resulting in no payout. 2022 performance and compensation actions include three NEOs who are no longer officers of Crane NXT. Going forward, the compensation actions for Crane NXT NEOs are expected to align more closely with Crane NXT's peers.

• The 2020 compensation metrics and performance targets were established prior to (and before Holdings could anticipate) the global disruption and impact of the COVID-19 pandemic. In lieu of making mid-year plan adjustments during the COVID-19 pandemic, the Management Organization and Compensation Committee instead chose to exercise its discretion at the low end of target range for the 2020 annual incentive plan payments to reconcile the low formulaic payout based on actual, pandemic-impacted financial performance with the quick and decisive actions taken by management to protect the Company's associates, stabilize the Company's finances, meet customer demand in a difficult operating environment, and position the Company to emerge stronger in 2021. No adjustments were made to long-term incentive awards, and there were no pandemic-related adjustments made to 2021 annual incentive plan payments.

2022 Compensation Highlights

Compensation Best Practices

The Management Organization and Compensation Committee is firmly committed to implementing an executive compensation program that aligns management and stockholder interests, encourages executives to drive sustainable stockholder value creation, and helps retain key personnel. Moreover, despite continued widespread global supply chain disruptions and inflationary pressure in 2022, we remained committed to maintaining our core compensation plan design. Key elements of our pay practices are as follows:

WHAT WE DO

• Pay for performance, aligning executive pay with Company results and stockholder returns
• Require significant stock ownership by executives, including an above-market 6x base salary requirement for the CEO
• Majority of executive variable pay is delivered in long-termequity-based awards
• Appropriate mix of fixed and variable pay to balance employee retention with Company goals, both annual and long-term
• Incentive compensation subject to clawback
• Management Organization and Compensation Committee retains independent compensation consultant

WHAT WE DON'T DO

• No excise tax gross-ups upon change in control
• No multi-year guaranteed incentive awards
• No fixed-duration employment contracts with executive officers
• No hedging or pledging of Company stock permitted
• No excessive perquisites for executives
• No supplemental executive retirement plan (SERP) benefits, and no further pension benefit accruals for executives
• No repricing of options
• No discounted stock options

7

Proxy Summary

Aspects of Compensation Unique to the Separation Transaction

This Proxy Statement summarizes the compensation decisions made by Holdings in 2022, reflecting the performance of Holdings and the compensation paid to its NEOs during that fiscal year. But it also reflects the disciplined preparation and planning for the separation transaction, including the hiring by Holdings of Mr. Saak in November 2022 to serve as Chief Executive Officer of Crane NXT after the separation. It is important to note that, while the information contained herein reflects the compensation paid to Holdings' NEOs including Mr. Saak during 2022, Messrs. Mitchell, Maue and D'Iorio will remain with Crane Company, and the compensation decisions of Crane NXT reflected in next year's Proxy Statement and financials will not include the compensation paid to those individuals subsequent to the separation transaction. It is also significant that, in light of the pending separation of Holdings as a public company generating $3.4 billion in revenue and delivering strong EPS and Free Cash Flow results, Mr. Mitchell's compensation was held flat for 2023, to be reassessed by the Board of Crane Company next year as he leads that company post-separation.

Pay for Performance Alignment

85% of CEO Target Pay is Performance-Based

The following table summarizes the major elements of our CEO compensation program, which is designed to link pay and performance (based on 2022 pay to Holdings' CEO).

Compensation Element	Key Characteristics
	Determined based on overall performance
Base Salary	and competitive compensation data
	Payment based on achievement of
Annual	Company-wide performance goals relative to
Incentive Plan	pre-established targets
	2022 targets: earnings per share and free cash flow
	Payment based on relative total stockholder
Performance-	return versus S&P Midcap 400 Capital Goods
Based Restricted	Index constituents
Share Units (PRSUs)	Earned shares vest upon conclusion of the
	three-year performance period
	Value realized dependent on Company
	stock price performance
	Grants based on individual performance
Stock Options	Grants vest ratably over four years
	Value realized dependent on Company
	stock price appreciation
	Grants based on individual performance
Time-Based Restricted	Grants vest ratably over four years
Share Units	Value realized varies with Company stock price
	performance

13%15%

17%

CHIEF EXECUTIVE	18%
OFFICER

37%

85%

Performance-Based Pay for CEO

Totals may not sum due to rounding.

8

Proxy Summary

Our Philanthropy, Sustainability and Equality Highlights

Philanthropy

MORE THAN

26,500 volunteer hours

provided by Crane associates to help dozens of organizations across 21 countries

APPROXIMATELY

$16.4	million disbursed by

the Crane Fund to more than 1,100 former associates and their family members globally

MORE THAN

$2.6million disbursed by the Crane Fund for Widows and Children and the Crane Foundation to approximately 600 charitable organizations and educational institutions around the world

Sustainability

SAFETY/DART RATE

1 3 below

industry average in 2022

WASTE GENERATION

15%

targeted reduction by 2030

ELECTRICITY CONSUMPTION

20%

targeted reduction by 2030

EMISSIONS

20%

targeted reduction by 2030

WATER CONSUMPTION

10%

targeted reduction by 2030

Equality		39%
		30%
22%	21% 21%
19%
EXECUTIVES	MANAGERS	ALL OTHER ASSOCIATES

Ethnically Diverse (U.S. Only)

Women (Global)

See additional details on the Company's efforts and performance with respect to philanthropy, sustainability, and equality, at www.investors.cranenxt.com/esg.

9