SEC Form 8-K filed by Crane Company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 9, 2025 (June 6, 2025)

CRANE COMPANY

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)

Registrant’s telephone number, including area code: 203-363-7300

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐ 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

SECTION 1 - REGISTRANT’S BUSINESS AND OPERATIONS

On June 6, 2025, Crane Company (the “Company”) entered into a definitive Purchase Agreement (the “Agreement”) with Baker Hughes Holdings LLC and Bently Nevada, LLC (collectively the “Sellers”) for the acquisition of Precision Sensors & Instrumentation (“PSI”). PSI is a leading provider of sensor-based technologies for aerospace, nuclear and process industries. Pursuant to the Purchase Agreement, the Company will acquire all of Seller’s interests in Panametrics, LLC, which, through a series of pre-closing restructuring transactions, will constitute 100% of PSI. The purchase price of the transaction is $1,060 million, after adjusting for expected tax benefits with a net present value of approximately $90 million.

The Purchase Agreement contains customary representations and warranties on behalf of the Company and the Sellers. The obligations of both parties to consummate the transaction are subject to the satisfaction of customary conditions, including obtaining necessary regulatory approvals. The parties expect closing to occur at the end of 2025 or early 2026.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed herewith as Exhibit 2.1 and incorporated herein by reference.

The Purchase Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about any of its contracting parties, including each contracting party’s respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Agreement are made only for purposes of the Agreement and as of specific dates, are solely for the benefit of the parties to the Agreement, may be subject to limitations agreed upon by the contracting parties. Investors are not third-party beneficiaries under the Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

SECTION 8 - OTHER EVENTS

On June 9, 2025, the Company issued a press release announcing that the Company had agreed to acquire Precision Sensors & Instrumentation from Baker Hughes Holdings LLC and Bently Nevada, LLC under the terms and conditions of a definitive Purchase Agreement. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

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*        Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Crane undertakes to furnish supplemental omitted schedules upon request of the U.S. Securities and Exchange Commission; provided, that Crane may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules so furnished.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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