SPX Enterprises closes Crawford United (CRAWA) buyout at $83.86360 per share

Rhea-AI Filing Summary

SPX Enterprises, LLC has completed its acquisition of Crawford United Corporation through a merger, taking Crawford United private. At the effective time, each issued and outstanding Class A and Class B common share (other than excluded shares and dissenting holders) was converted into the right to receive cash consideration of $83.86360 per share, before taxes and without interest. All outstanding restricted stock awards fully vested, with underlying shares receiving the same cash payment. Following the merger, previous shareholders lost all ownership rights other than receiving the merger cash. The company plans to file a Form 15 to deregister its Class A Common Shares and suspend SEC reporting. The prior board members resigned in connection with the transaction, and Daniel Whitman was appointed sole director, while the company’s articles of incorporation and regulations were amended and restated.

Insights

M&A and corporate actions analyst

Crawford United is taken private in an all-cash merger at a fixed per-share price.

Crawford United Corporation has been acquired by SPX Enterprises, LLC via a completed merger, with Crawford surviving as a wholly owned subsidiary. Each outstanding Class A and Class B common share was converted into the right to receive $83.86360 in cash, excluding treasury, parent-held, and dissenting shares.

All restricted stock awards vested at closing, and their underlying shares receive the same cash consideration. The company plans to file Form 15 to deregister its Class A Common Shares and to suspend reporting duties under the Exchange Act, meaning it will no longer provide public financial reports after deregistration.

The entire pre‑merger board resigned in connection with the transaction and was replaced by a single director, Daniel Whitman. The company’s governing documents were amended and restated at the effective time, aligning its corporate structure and governance with private ownership under the new parent.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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) February 6, 2026

CRAWFORD UNITED CORPORATION

(Exact name of registrant as specified in its charter)

Ohio	000-00147	34-0288470
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

10514 Dupont Avenue, Suite 200, Cleveland, Ohio	44108
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (216) 243-2614

(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 (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

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.          ☐

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Introductory Note.

On February 6, 2026, SPX Enterprises, LLC, a Delaware limited liability company (“Parent”), completed its previously announced acquisition of Crawford United Corporation, an Ohio corporation (the “Company”), through the merger of Project King Acquisition, Inc., an Ohio corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of December 5, 2025, by and among the Company, Merger Sub, and Parent (the “Merger Agreement”).

The Company intends to file with the Securities and Exchange Commission (the “SEC”) a certification and notice on Form 15 under the Exchange Act requesting the deregistration of Class A Common Shares (as defined below) under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the suspension of the Company’s reporting obligations under Section 15(d) of the Exchange Act as promptly as practicable.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each of the Company’s issued and outstanding shares of Class A common capital stock, without par value (the “Class A Common Shares”), and Class B common capital stock, without par value (the “Class B Common Shares” and, together with the Class A Common Shares, the “Company Common Shares”), other than Company Common Shares owned by (i) the Company, any subsidiary of the Company, Parent, Merger Sub or any other subsidiary of Parent and (ii) shareholders of the Company who have validly exercised their statutory dissenters’ rights under the Ohio Revised Code (the “ORC”), was converted into the right to receive, after adjustments for satisfaction of indebtedness and payment of expenses, cash consideration of $83.86360 per share, without interest and subject to any required withholding of taxes (the “Merger Consideration”).

At the Effective Time, each restricted stock award of the Company outstanding immediately prior to the Effective Time became fully vested, and the holder thereof became entitled to receive the Merger Consideration in respect of each Company Common Share underlying such award.

The foregoing summary description of the Merger Agreement and the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the terms of the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on December 8, 2025, which is incorporated by reference into this Item 2.01.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note, Item 2.01, Item 5.01, and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

As of the Effective Time, the shareholders of the Company as of immediately prior to the Effective Time ceased to have any rights as shareholders of the Company other than the right to receive the Merger Consideration (in accordance with the terms of the Merger Agreement).

Item 5.01 Changes in Control of Registrant.

The information set forth in the Introductory Note, Item 2.01, Item 3.03, Item 5.02, and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

2

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In accordance with the terms of the Merger Agreement, each of Ambassador Edward F. Crawford, Matthew V. Crawford, Luis E. Jimenez, Brian E. Powers, Steven H. Rosen, Kirin M. Smith, and James W. Wert resigned from his respective position as a member of the Company’s board of directors, including from any and all committees thereof, effective as of the Effective Time. The resignations described in the preceding sentence were tendered in connection with the Merger and not as a result of any disagreements between the Company and the resigning individuals on any matters related to the Company’s operations, policies, or practices. At the Effective Time, in accordance with the Merger Agreement, Daniel Whitman was appointed as sole director of the Company, until his successor is duly elected or appointed and qualified in accordance with applicable law.

Item 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

In accordance with the terms of the Merger Agreement, the Company’s articles of incorporation and its regulations, as in effect immediately prior to the consummation of the Merger, were each amended and restated in their entirety, effective as of the Effective Time. Copies of the articles of incorporation and regulations of the Company are filed as Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
2.1*	Agreement and Plan of Merger, dated as of December 5, 2025, by and among SPX Enterprises, LLC, Project King Acquisition, Inc., and Crawford United Corporation (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the Company with the SEC on December 8, 2025)
3.1	Second Amended and Restated Articles of Incorporation of Crawford United Corporation
3.2	Third Amended and Restated Regulations of Crawford United Corporation
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

*          Schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.

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.

	CRAWFORD UNITED CORPORATION (Registrant)
Date: February 6, 2026	By:	/s/ Brian E. Powers
		Brian E. Powers
		President and Chief Executive Officer

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FAQ

What happened to Crawford United Corporation (CRAWA) in the SPX Enterprises transaction?

Crawford United Corporation was acquired by SPX Enterprises, LLC through a completed merger. Crawford now operates as a wholly owned subsidiary of SPX, and its previous public shareholders’ ownership interests were converted into cash consideration at a fixed per‑share price under the merger agreement.

What cash consideration per share will Crawford United (CRAWA) shareholders receive?

Each issued and outstanding Class A and Class B common share of Crawford United, other than excluded and dissenting shares, was converted into the right to receive cash consideration of $83.86360 per share, payable without interest and subject to applicable tax withholding, as defined in the merger agreement terms.

Will Crawford United (CRAWA) remain an SEC-reporting public company after the merger?

No. Crawford United plans to file Form 15 with the SEC to deregister its Class A Common Shares under Section 12(g) and suspend reporting obligations under Section 15(d). After effectiveness, it will no longer file periodic public reports as a reporting company.

What happened to Crawford United’s restricted stock awards in the merger with SPX Enterprises?

At the merger’s effective time, each outstanding restricted stock award of Crawford United became fully vested. Holders became entitled to receive the same cash merger consideration of $83.86360 per share for each underlying common share covered by their vested restricted stock awards.

How did the Crawford United (CRAWA) merger affect existing shareholders’ rights?

As of the merger’s effective time, former shareholders ceased to have rights as shareholders of Crawford United. Their shares were converted solely into the right to receive the agreed cash merger consideration, except for excluded holdings and valid statutory dissenters under Ohio law.

What governance and leadership changes occurred at Crawford United after the SPX merger?

In connection with closing, all listed board members of Crawford United resigned from the board and its committees. Daniel Whitman was appointed sole director, and the company’s articles of incorporation and regulations were amended and restated effective at the merger’s completion.