Crane NXT (CXT) SVP Samuel Keayes details RSU vesting, tax withholding in Form 4

Rhea-AI Filing Summary

Crane NXT, Co. executive Samuel Keayes reported equity award vesting and related share withholding over three days in February 2026. On February 5, performance-based restricted share units converted into 4,172 shares of common stock, with 1,961 shares withheld to cover tax obligations, leaving 21,707 shares directly owned.

On February 6 and 7, time-based restricted share units vested into 626 and 656 common shares, respectively, with 295 and 309 shares withheld for taxes. After these transactions, Keayes directly held 22,385 shares of common stock and 7,358 restricted share units that continue to vest over a four-year schedule.

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

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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^*

Keayes Samuel

(Last) (First) (Middle)

950 WINTER STREET

4TH FLOOR NORTH

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Crane NXT, Co. [ CXT ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Security & Auth. Tech.

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

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	02/05/2026		M		4,172(1)	A	$0	23,668	D
COMMON STOCK	02/05/2026		F		1,961	D	$52.51	21,707	D
COMMON STOCK	02/06/2026		M		626(2)	A	$0	22,333	D
COMMON STOCK	02/06/2026		F		295	D	$52.95	22,038	D
COMMON STOCK	02/07/2026		M		656(3)	A	$0	22,694	D
COMMON STOCK	02/07/2026		F		309	D	$56.05	22,385	D

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)	02/05/2026		M			5,009	(1)	(1)	COMMON STOCK	5,009	$0	0	D
Restricted Share Unit	(4)	02/06/2026		M			626	(5)	(5)	COMMON STOCK	626	$0	8,014	D
Restricted Share Unit	(4)	02/07/2026		M			656	(5)	(5)	COMMON STOCK	656	$0	7,358	D

Explanation of Responses:

1. Each 2023 Performance-Based RSU represented a contingent right to receive a number of shares of issuer common stock between 0 and 2.0. On February 5, 2026, each Performance-Based RSU was converted to 0.833 shares of common stock based on actual performance of the issuer's common stock during the three-year performance period ended December 31, 2025.

2. Represents vesting of 626 previously reported Restricted Share Units.

3. Represents vesting of 656 previously reported Restricted Share Units.

4. Restricted Share Units convert into common stock on a one-for-one basis.

5. Restricted Share Units vest 25% per year over four years beginning on the first anniversary of the grant date.

	/s/ Paul G. Igoe, Attorney-in-Fact	02/09/2026
	** 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 NXT (CXT) SVP Samuel Keayes report?

Samuel Keayes reported multiple equity award events in early February 2026. Performance-based and time-based restricted share units converted into common stock, and a portion of the new shares was withheld to satisfy tax obligations, with the remainder increasing his directly held Crane NXT common stock.

How many Crane NXT (CXT) shares did performance-based RSUs convert into?

Performance-based restricted share units converted into 4,172 Crane NXT common shares on February 5, 2026. These units were tied to a three-year performance period ending December 31, 2025, and settled at 0.833 shares per unit based on the company’s actual stock performance.

Why were some Crane NXT (CXT) shares withheld in Samuel Keayes’ Form 4?

Shares coded "F" on the Form 4 were withheld to cover tax liabilities arising from equity vesting. On February 5, 6, and 7, 1,961, 295, and 309 common shares, respectively, were retained by the issuer for this purpose instead of being received as freely held stock.

What do the restricted share unit (RSU) vesting terms mean for Crane NXT (CXT)?

The restricted share units vest 25% per year over four years, beginning one year after grant. As each tranche vests, units convert into common stock on a one-for-one basis, gradually increasing the executive’s share ownership as long-term service and performance conditions are met.

How many Crane NXT (CXT) common shares does Samuel Keayes hold after these transactions?

Following the February 5–7, 2026 transactions, Samuel Keayes directly held 22,385 Crane NXT common shares. He also retained 7,358 restricted share units, which represent additional potential common shares that will be delivered as future vesting conditions are satisfied over time.

How were Crane NXT (CXT) performance-based RSUs determined for Samuel Keayes?

Each 2023 performance-based RSU could convert into between zero and two common shares, depending on stock performance. After the three-year period ending December 31, 2025, each such unit settled at 0.833 common shares, reflecting the company’s actual performance against the established metrics.