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Form 4 Crane NXT, Co. For: Feb 28 Filed by: Gallo Kurt F.

March 2, 2024 6:08 AM EST
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).
1. Name and Address of Reporting Person *
Gallo Kurt F.

(Last) (First) (Middle)
950 WINTER STREET 4TH FLOOR

(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)
Senior Vice President
3. Date of Earliest Transaction (Month/Day/Year)
02/28/2024
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
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
2024 Performance-Based Restricted Share Unit (1) 02/28/2024   A   5,603     (2)   (2) COMMON STOCK 5,603 $ 0 5,603 D  
Employee Stock Option (Right to Buy) $ 58 02/28/2024   A   6,657     (3) 02/28/2034 COMMON STOCK 6,657 $ 0 6,657 D  
Restricted Share Unit (4) 02/28/2024   A   2,802     (5)   (5) COMMON STOCK 2,802 $ 0 5,136 D  
Explanation of Responses:
1. Each 2024 Performance-Based Restricted Share Unit (RSU) represents a contingent right to receive a number of shares of issuer common stock between 0 and 2.00.
2. 2024 Performance-Based RSUs vest on December 31, 2026, if issuer's common stock achieves certain performance criteria for each fiscal year over the three years ending December 31, 2026, and contingent on continued employment with issuer, subject to certain exceptions.
3. Options become exercisable 25% per year over four years beginning on the first anniversary of the date of grant.
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 date of grant.
/s/ Paul G. Igoe, Attorney-in-Fact 03/01/2024
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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