Crane Co (CR) CEO converts 2023 RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Crane Co. Chairman, President and CEO Max H. Mitchell reported equity award activity involving common stock on January 26, 2026. He exercised 24,626 2023 Performance-Based RSUs, which converted into 34,181 shares of Crane common stock at an exercise price of $0 per share.

To cover associated tax obligations, 15,865 shares of common stock were withheld at a price of $204.24 per share, reported as a disposition. Following these transactions, Mitchell directly owned 409,667 shares of Crane common stock and indirectly held 2,971 shares through a 401(k) plan.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MITCHELL MAX H

(Last) (First) (Middle)

100 FIRST STAMFORD PLACE

(Street)

STAMFORD CT 06902-6784

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Crane Co [ CR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/26/2026		M		34,181	A	$0	425,532	D
Common Stock	01/26/2026		F		15,865	D	$204.24	409,667	D
Common Stock								2,971	I	401(K)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
2023 Performance-Based Restricted Share Unit	(1)	01/26/2026		M			24,626	(1)	(1)	Common Stock	24,626	$0	0	D

Explanation of Responses:

1. Each 2023 Performance-Based RSU represents a contingent right to receive a number of shares of Crane Company common stock between 0 and 2.0. On January 26, 2026, each Performance-Based RS was converted into the right to receive 1.388 shares of common stock.

Remarks:

	/s/ Attorney In Fact, Anthony M. D'Iorio	01/28/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transactions did Crane Co (CR) CEO report on January 26, 2026?

The CEO reported exercising 24,626 2023 Performance-Based RSUs into 34,181 Crane Co common shares at $0, and a tax-withholding disposition of 15,865 shares at $204.24 per share, all dated January 26, 2026.

How many Crane Co (CR) shares does the CEO own after this Form 4?

After the reported transactions, the CEO directly owns 409,667 Crane Co common shares and indirectly holds 2,971 additional shares through a 401(k) plan, according to the Form 4 ownership figures following the January 26, 2026 activity.

What are the terms of the 2023 Performance-Based RSUs for Crane Co (CR)?

Each 2023 Performance-Based RSU represents a contingent right to receive between 0 and 2.0 Crane Co common shares. On January 26, 2026, each such unit was converted into the right to receive 1.388 shares of common stock, as disclosed in the footnote.

Why were 15,865 Crane Co (CR) shares reported as disposed of by the CEO?

The 15,865 Crane Co shares were reported under transaction code “F,” indicating they were withheld to satisfy tax obligations arising from the RSU conversion, at a reported price of $204.24 per share on January 26, 2026.

What do the transaction codes M and F mean in this Crane Co (CR) Form 4?

Code “M” shows the exercise or conversion of derivative securities, here 2023 Performance-Based RSUs into Crane Co common stock. Code “F” indicates shares withheld to pay taxes related to that equity award transaction, using shares instead of cash.