false 0000047307 0000047307 2026-02-06 2026-02-06

 

 

 

 

Date of Report (Date of earliest event reported) February 6, 2026

 

 

 

 

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):

 

 

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.          ☐

 

 

 

 

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.

 

 

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.

 

 

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).

 

 

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.

 

 

 

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.

 

 

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.

 

 

(d) Exhibits.

 

 

*          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.

 

 

 

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.