SPX Technologies to Acquire Crawford United

Rhea-AI Summary

SPX Technologies (NYSE:SPXC) agreed to acquire Crawford United for an estimated $300 million, with Crawford shareholders to receive approximately $83.42 per share in cash after customary adjustments. The deal adds Crawford’s Commercial Air-Handling Equipment segment (Air Enterprises and Rahn Industries) to SPX’s HVAC segment; that segment reported $81.6 million in sales and $22.8 million operating profit for the trailing twelve months ended Sept. 30, 2025.

Non-core Industrial & Transportation Products businesses will be recorded as assets held for sale and reported as discontinued operations. The transaction is expected to close in Q1 2026, subject to regulatory approvals and Crawford shareholder approval.

Positive

• Transaction value of $300 million
• Cash consideration of $83.42 per Crawford share
• Commercial Air-Handling sales of $81.6 million (TTM)
• Segment operating profit of $22.8 million (TTM)
• Expected close in Q1 2026, aligning with SPX buy-and-build strategy

Negative

• Non-core Industrial & Transportation businesses to be held for sale and reported as discontinued operations
• Deal closing subject to regulatory approvals and Crawford shareholder vote
• Agreement allows Crawford to seek superior proposals, creating deal uncertainty

Key Figures

Per-share cash consideration $83.42 per share Estimated cash consideration to Crawford United Class A and B holders, post adjustments

Transaction value $300 million Aggregate value of SPX’s acquisition of Crawford United

Segment sales $81.6 million Crawford United Commercial Air-Handling Equipment segment, TTM ended Sep 30, 2025

Segment operating profit $22.8 million Crawford United Commercial Air-Handling Equipment segment, TTM ended Sep 30, 2025

Expected closing period Q1 2026 Anticipated closing of Crawford United acquisition, subject to approvals

Market Reality Check

$208.67 Last Close

Volume Volume 259,411 vs 20-day average 322,727 (relative volume 0.8x) ahead of the acquisition news. normal

Technical Shares at $208.67 are trading above the 200-day MA of $170.46, reflecting a pre-existing uptrend into this deal.

Peers on Argus

Peers in Building Products & Equipment showed mixed moves (e.g., AAON +1.35%, LPX +2.32%, AWI -0.68%, FBIN -0.77%), suggesting the Crawford United acquisition is company-specific rather than a broad sector rotation.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Oct 30	Q3 2025 earnings	Positive	-0.6%	Strong Q3 growth and guidance raise but shares slipped modestly post-print.
Oct 06	Earnings call notice	Neutral	-1.4%	Scheduling of Q3 results release and conference call details.
Aug 12	Equity offering priced	Negative	+0.4%	Pricing of common stock offering that modestly boosted shares despite dilution.
Aug 11	Equity offering plan	Negative	-4.7%	Announcement of large planned equity raise under existing shelf registration.
Jul 31	Q2 2025 earnings	Positive	+7.7%	Double-digit revenue growth and raised 2025 guidance drove a strong gain.

Pattern Detected

SPX has generally reacted positively to strong earnings and some acquisitions, while equity offerings have produced mixed or negative responses, indicating sensitivity to dilution but support for growth-focused news.

Recent Company History

Over the past six months, SPX reported strong Q2 and Q3 2025 results with revenue rising to $552.4M and $592.8M, and repeatedly raised full-year guidance. The company also executed a sizeable common stock offering of about $500M, supported by an effective shelf, to fund growth, including acquisitions such as KTS and Sigma & Omega. Today’s Crawford United deal continues this strategy of deploying capital into higher-engineering HVAC and related platforms.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-08-11

SPX has an effective S-3ASR shelf filed on 2025-08-11, registering multiple security types for future offerings. The shelf has already been used in August 2025 via 424B5 prospectus supplements, supporting capital raises that can fund acquisitions like Crawford United.

Market Pulse Summary

This announcement details SPX’s plan to acquire Crawford United for cash, adding a Commercial Air-Handling Equipment segment with $81.6M in sales and $22.8M in operating profit into its HVAC business. Non-core industrial and transportation assets are slated for sale and will be treated as discontinued operations. Historically, SPX has pursued growth via acquisitions funded partly through its active shelf registration. Investors may watch closing conditions, regulatory approvals, and progress on divesting the non-core assets.

Key Terms

assets held for sale financial

"These non-core businesses will be recorded by SPX as assets held for sale..."

Assets held for sale are things a company has decided to sell and has reclassified on its balance sheet to show they are being marketed rather than used in daily operations — like putting a house on the market instead of living in it. This matters to investors because these items are measured based on expected sale proceeds (which can reveal likely gains or losses), stop being treated as regular operating assets, and signal upcoming cash inflows or a change in strategy that can affect the company’s financial health and stock value.

discontinued operations financial

"...with their results reported as discontinued operations while the Company executes its plan..."

Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.

regulatory approvals regulatory

"The transaction is expected to close... subject to customary closing conditions, required regulatory approvals..."

Regulatory approvals are official permissions from government agencies that a company needs before launching a new product, service, or business activity. They matter because without this approval, the company might not be allowed to operate legally or sell its products, similar to how a driver needs a license to legally drive a car.

termination fee financial

"...terminate the agreement to accept such a superior acquisition proposal subject to the payment to SPX of a termination fee."

A termination fee is a payment required if one party ends a contract before its agreed-upon end date. It acts like a penalty or compensation to the other party for canceling early, similar to a fee you might pay for breaking a lease or canceling a service contract. For investors, it matters because it can influence a company's decisions and financial obligations related to ending agreements prematurely.

proxy statement regulatory

"Crawford United intends to file with the SEC a proxy statement in connection with the proposed transaction..."

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

Current Report on Form 8-K regulatory

"...included as an exhibit to a Current Report on Form 8-K being filed today by Crawford United..."

A current report on Form 8-K is a document that publicly traded companies file to promptly share important news or events that could affect their financial position or stock price, such as major business changes or legal issues. It helps investors stay informed about timely developments, allowing them to make better decisions about buying or selling shares.

support agreements financial

"...shareholders of Crawford United... have entered into support agreements with SPX agreeing to vote in favor..."

Support agreements are written promises in which one party commits to back another’s planned action—such as lending money, voting shares a certain way, or providing operational help—so the plan can move forward. For investors, these agreements matter because they reduce uncertainty: they increase the likelihood a deal, restructuring or financing will succeed and can change the risk and value of the securities involved, much like teammates promising to cover key plays makes a game plan more likely to work.

superior proposal financial

"Crawford United may... engage in negotiations with respect to unsolicited acquisition proposals... a superior proposal..."

A superior proposal is a competing offer to buy or merge with a company that is materially better than an existing deal, typically offering higher cash, stronger terms, or fewer conditions. It matters to investors because it can raise the expected payout or change deal certainty—like getting a higher bid at an auction, a superior proposal can increase share value or prompt renegotiation of the transaction.

AI-generated analysis. Not financial advice.

Expands SPX Technologies’ HVAC Capabilities with Highly Engineered Custom Air-Handling Solutions

CHARLOTTE, N.C. and CLEVELAND, Dec. 08, 2025 (GLOBE NEWSWIRE) -- SPX Technologies, Inc. (NYSE:SPXC) (“SPX” or the “Company”) and Crawford United Corporation (OTC: CRAWA) (“Crawford United”) announced today that they have entered into a definitive agreement for SPX to acquire Crawford United, a Cleveland-based holding company with a broad portfolio of highly engineered air handling and industrial products.

The agreement provides for Crawford United to merge with a subsidiary of SPX, with holders of Class A and Class B common stock of Crawford United to receive, after adjustments for satisfaction of indebtedness and payment of expenses, estimated cash consideration of approximately $83.42 per share, representing an aggregate transaction value of $300 million.

The addition of Crawford United’s Commercial Air-Handling Equipment segment, comprised of Air Enterprises and Rahn Industries businesses, will expand SPX’s HVAC portfolio of custom air handling solutions and enhance its coil offering, bringing complementary technologies, design capabilities, and manufacturing footprint. Together, these capabilities will advance SPX’s strategy to deliver differentiated solutions, drive long-term value for customers and shareholders, and align well with its capital deployment strategy of acquiring high-engineering content businesses. The Commercial Air-Handling Equipment segment reported sales of $81.6 million and segment operating profit of $22.8 million during the trailing twelve-month period ended September 30, 2025.

“We are excited to welcome the Crawford United team,” said Gene Lowe, SPX Technologies President & CEO. “Their commercial air-handling business is an excellent fit for our HVAC platform, strengthening our ability to deliver end-to-end solutions to customers in healthcare, universities, pharmaceutical, advanced manufacturing and commercial markets. This acquisition will advance our growth strategy and further differentiate SPX as a leader in engineered solutions.”

“Joining SPX provides our employees, customers and suppliers with a dynamic global partner,” said Brian Powers, Chief Executive Officer of Crawford United. “We believe that our Commercial Air-Handling Equipment segment will benefit significantly from SPX’s capabilities, and we are committed to ensuring a seamless transition and strong combined future.”

Upon closing, Crawford United’s Commercial Air Handling Equipment segment will be included in SPX’s HVAC segment. Crawford United’s Industrial & Transportation Products segment, which includes an attractive portfolio of businesses serving aerospace, defense, transportation, and marine markets, is non-core to SPX’s long-term strategy. These non-core businesses will be recorded by SPX as assets held for sale, with their results reported as discontinued operations while the Company executes its plan to sell these businesses, including identifying a suitable buyer(s). SPX intends for these non-core businesses to continue to operate without disruption to ensure a smooth transition for employees and customers throughout the process.

The transaction is expected to close during the first quarter of 2026, subject to customary closing conditions, required regulatory approvals, and approval by Crawford United’s shareholders.

The board of directors of each of SPX and Crawford United have unanimously approved the transaction, and shareholders of Crawford United collectively holding more than two-thirds of the outstanding voting power of each class of its common stock have entered into support agreements with SPX agreeing to vote in favor of the merger transaction. These voting agreements terminate in the event that the agreement is terminated. Under the terms of the merger agreement, Crawford United may entertain and engage in negotiations with respect to unsolicited acquisition proposals which its board determines constitute or would reasonably be expected to result in a superior proposal to acquire Crawford United and, in certain circumstances, terminate the agreement to accept such a superior acquisition proposal subject to the payment to SPX of a termination fee. SPX has customary matching rights with respect to superior proposals under the terms of the agreement. Further details with respect to the transaction are included in the merger agreement, which is included as an exhibit to a Current Report on Form 8-K being filed today by Crawford United with the Securities and Exchange Commission (the “SEC”) to be available on the SEC’s website at www.sec.gov upon filing.

Additional Information and Where to Find It: Crawford United intends to file with the SEC a proxy statement in connection with the proposed transaction with SPX. The definitive proxy statement will be distributed to the shareholders of Crawford United and will contain important information about the proposed transaction and related matters. SECURITY HOLDERS OF CRAWFORD UNITED ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE. The proxy statement and other relevant materials (when they become available), and any other documents filed by Crawford United with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, security holders of Crawford United will be able to obtain free copies of the proxy statement from Crawford United by contacting Crawford United Corporation, 10514 Dupont Avenue, Cleveland, Ohio 44108, Attn: Investor Relations, or by telephone at (216) 243-2614.

Participants in the Solicitation: Crawford United and SPX and their respective directors, executive officers and employees may be deemed to be “participants” in the solicitation of proxies from Crawford United’s shareholders in connection with the proposed transaction. Information about Crawford United’s directors and executive officers in the proposed transaction is set forth in Crawford United’s proxy statement for its 2025 Annual Meeting of Shareholders filed with the SEC on April 9, 2025 and its Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 27, 2025. Additional information concerning the interests of Crawford United’s participants in the solicitation, which may, in some cases, be different than those of Crawford United’s shareholders generally, will be included in Crawford United’s proxy statement relating to the proposed transaction when it becomes available. Information about SPX’s directors and executive officers is set forth in SPX’s proxy statement for its 2025 Annual Meeting of Stockholders filed with the SEC on April 3, 2025 and its Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 26, 2025. These documents are available free of charge at the SEC’s website at www.sec.gov, and by going to Crawford United’s Investor Relations page on its corporate website at www.crawfordunited.com or by going to SPX’s Investor Relations page on its corporate website at www.spx.com.

About SPX Technologies, Inc: SPX Technologies is a supplier of highly engineered products and technologies, holding leadership positions in the HVAC and detection and measurement markets. Based in Charlotte, North Carolina, SPX has approximately 4,300 employees in 16 countries. SPX Technologies is listed on the New York Stock Exchange under the ticker symbol “SPXC.” For more information, please visit www.spx.com.

About Crawford United Corporation: Crawford United Corporation is a Cleveland-based holding company that owns and operates a portfolio of manufacturing businesses focused on precision components, commercial air-handling equipment, and industrial & transportation products. For more information, please visit www.crawfordunited.com.

Forward-Looking Statements: Statements in this press release that express a belief, expectation, or intention, as well as those that are not historical fact, including SPX’s anticipated acquisition of Crawford United and any subsequent disposition of the businesses comprising Crawford United’s Industrial & Transportation Products segment, are forward-looking statements under the Private Securities Litigation Reform Act of 1995. The words “will,” “intends,” “believe,” “expected,” “anticipated,” and similar expressions identify forward-looking statements. These forward-looking statements involve a number of risks and uncertainties that may cause actual events and results to differ materially from such forward-looking statements. These risks and uncertainties include, but are not limited to: risks and uncertainties with respect to the timing of and any potential delay in consummating SPX’s proposed acquisition of Crawford United, the risk that the conditions to closing of SPX’s acquisition of Crawford United (including the necessary regulatory approvals) may not be satisfied in the anticipated timeframe or at all and that such transaction may not close; the risk that regulatory approvals required for SPX’s acquisition of Crawford United are obtained subject to conditions that are not anticipated; the occurrence of any event, change or other circumstances that could give rise to the termination of the agreement with respect to SPX’s acquisition of Crawford United, including the emergence of any superior acquisition proposals; uncertainties with respect to the extent of the adjustments to the merger consideration contemplated under the merger agreement which could result in the merger consideration per share being an amount other than $83.42; the possibility of unexpected costs, liabilities or delays in connection with SPX’s acquisition of Crawford United; risks that the acquisition disrupts current plans and operations of SPX or Crawford United; the risk that the disruption from the transaction may make it more difficult to maintain business and operational relationships, including retaining and hiring key personnel and maintaining relationships with Crawford United’s vendors and others with whom Crawford United does business; risks and uncertainties with respect to SPX’s ability to recognize the anticipated benefits of the transaction; the outcome of any legal proceedings that may arise with respect to the transaction; possible negative effects of the announcement of SPX’s acquisition of Crawford United on the market price of Crawford United’s common shares and/or operating results; and risks and uncertainties with respect to the identification of suitable buyers for the businesses comprising Crawford United’s Industrial & Transportation Products segment and whether such dispositions may be completed on terms and conditions acceptable to SPX or at all. SPX’s and Crawford United’s filings with the SEC, including their respective most recent Form 10‑K and Form 10‑Q, describe other risks and uncertainties.

SPX Investor Contact:

Mark A. Carano, Vice President, Chief Financial Officer and Treasurer
980.474.3806
Email: spx.investor@spx.com

Crawford United Investor Contact:

Brian E. Powers, President and Chief Executive Officer
216.243.2449

FAQ

What price per share is SPX paying for Crawford United (SPXC acquisition) on Dec. 8, 2025?

SPX will pay approximately $83.42 per Crawford share in cash after adjustments.

How much is the total value of SPX's acquisition of Crawford United announced Dec. 8, 2025?

The transaction represents an estimated aggregate value of $300 million.

What are Crawford United’s HVAC segment sales and operating profit included in the SPX deal?

The Commercial Air-Handling Equipment segment reported $81.6 million in sales and $22.8 million operating profit (TTM through Sept. 30, 2025).

When is SPX expecting the Crawford United acquisition (SPXC) to close?

The transaction is expected to close during Q1 2026, subject to customary closing conditions and approvals.

Will any Crawford businesses be divested after the SPX acquisition?

Yes; Crawford’s Industrial & Transportation Products businesses are deemed non-core, will be recorded as assets held for sale, and reported as discontinued operations.

Do shareholders already support the SPX-Crawford merger announced Dec. 8, 2025?

Shareholders holding more than two-thirds of Crawford’s voting power have signed support agreements, but the deal still requires a formal shareholder vote and regulatory approvals.