LUXFER HOLDINGS PLC

Luxfer Holdings PLC

Index to Consolidated Financial Statements

To the Board of Directors and Shareholders of Luxfer Holdings PLC

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Luxfer Holdings PLC and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows, for each of the three years in the period ended December 31, 2024, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Annual Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of Pension Benefit Obligations

As described in Notes 1 and 15 to the consolidated financial statements, the Company had pension benefit obligations of $205.1 million as of December 31, 2024. As disclosed by management, the amounts recognized in the consolidated financial statements related to the pension benefit obligations are determined from actuarial valuations. Inherent in the valuation of pension benefit obligations are assumptions, including: (i) discount rates; (ii) inflation rates; (iii) pension increases; and (iv) life expectancy. Differences in actual experience or changes in these assumptions can have a material impact on the pension benefit obligations.

The principal considerations for our determination that performing procedures relating to the valuation of the pension benefit obligations is a critical audit matter are (i) the significant judgment made by management, including the use of management’s specialists, when determining the pension benefit obligations; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management's significant assumptions related to discount rates, inflation rates, pension increases, and life expectancy; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the valuation of the pension benefit obligations. These procedures also included, among others, testing the completeness, accuracy and relevance of the underlying data used in the valuation of the pension benefit obligations. Professionals with specialized skill and knowledge were used to assist in (i) testing management’s process for estimating the pension benefit obligations, (ii) evaluating the reasonableness of the significant assumptions used by management related to discount rates, inflation rates, pension increases, and life expectancy and (iii) assessing the appropriateness of management’s methodology in line with the requirements of ASC 715 Compensation — Retirement Benefits.

/s/PricewaterhouseCoopers LLP

Manchester, United Kingdom

February 25, 2025

We have served as the Company’s auditor since 2015.

(1) The calculation of earnings per share is performed separately for continuing and discontinued operations. As a result, the sum of the two in any particular year may not equal the earnings-per-share amount in total.

LUXFER HOLDINGS PLC CONSOLIDATED STATEMENTS OF CASH FLOWS

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies

Business description

Luxfer Holdings PLC is a global industrial company innovating niche applications in materials engineering. Luxfer focuses on value creation by using its broad array of technical know-how and proprietary technologies to help create a safe, clean and energy-efficient world. Luxfer's high-performance materials, components and high-pressure gas containment devices are used in defense, first response and healthcare, transportation and general industrial applications. It comprises three reportable segments being Gas Cylinders, Elektron and Graphic Arts.

Principles of consolidation

The consolidated financial statements comprise the financial statements of Luxfer Holdings PLC and its subsidiaries (collectively "we," "our," "Luxfer" or "the Company" ) that we control. Investments in unconsolidated affiliates, where we have the ability to exercise significant influence over the operating and financial policies, are accounted for using the equity method. All inter-company balances and transactions, including unrealized profits arising from intra-company transactions, have been eliminated in full.

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and are presented in U.S. dollars ("USD"). The books of the Company's non-U.S. entities are converted to USD at each reporting period date in accordance with the accounting policy below. The functional currency of the holding company, Luxfer Holdings PLC, is USD and that of its U.K. subsidiaries is British pound sterling ("GBP"), being the most appropriate currency for those particular operations.

Discontinued operations

Certain amounts relating to our discontinued businesses are recorded within assets or liabilities held-for-sale on the consolidated balance sheets and within net loss / income from discontinued operations on the consolidated statements of income.

As a result of the Company’s strategic review process announced in October 2023, the Company concluded that its Graphic Arts business no longer aligns with the Company’s overall business and value proposition. In 2024, the Company initiated a sale process for its Graphic Arts business with the intention of divesting this business within the next twelve months.

In accordance with Accounting Standards Codification ("ASC") 205-20 and ASC 360-10, our Graphic Arts business is classified as held-for-sale at December 31, 2024, and disclosed within assets or liabilities held-for-sale on the consolidated balance sheets, however the business does not meet the criteria to be classified as a discontinued operation.

Fiscal year

Our fiscal year ends on December 31.

Use of estimates

The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes, disclosures of contingent assets and liabilities at the date of the financial statements and in the reported amounts of revenues and expenses during the reporting period. Significant estimates include our assessment of property, plant and equipment, right of use asset valuations and impairment, goodwill for impairment, loss contingencies, estimated realizable value on excess and obsolete inventory, estimated selling proceeds from assets held for sale, contingent liabilities, income taxes and pension benefits. Actual results could differ from our estimates.

Goodwill and other identifiable intangible assets

Business combinations are accounted for using the purchase method. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value, and the amount of any non-controlling interest in the acquiree. The measurement of non-controlling interest is at fair value and is determined on a transaction by transaction basis. Acquisition costs are expensed as incurred.

Goodwill represents the excess of the cost of acquired businesses over the net of the fair value of identifiable tangible net assets, identifiable intangible assets purchased, and liabilities assumed.

Goodwill is tested at least annually for impairment or more frequently if events or changes in circumstances indicate that the asset might be impaired. Goodwill is tested for impairment by performing a qualitative evaluation which could then lead to a quantitative assessment. The qualitative evaluation is an assessment of factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. We may elect not to perform the qualitative assessment for some or all reporting units and only perform a quantitative impairment test.

On the last day of the third quarter in 2024, management carried out the qualitative review on all reporting units with a goodwill balance. No indicators of impairment were identified in these reporting units, therefore the Company concluded its review at this point and was not required to perform a quantitative review.

Other intangible assets are measured initially at cost, or, where acquired in a business combination, at fair value, and are amortized on a straight-line basis over their estimated useful lives, as shown in the table below.

The carrying values are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. Reviews are made annually of the estimated remaining lives and residual values of the patents and trademarks.

Investments in affiliates

The company owns interest in the following affiliate:

Property, plant and equipment, net

Property, plant and equipment are stated at cost less accumulated depreciation and any impairment in value. Depreciation is calculated on a straight-line basis over the estimated useful life of the particular asset. The depreciation expense during 2024, 2023 and 2022 was $9.3 million, $11.9 million and $12.9 million, respectively. The estimated useful lives are summarized as follows:

Freehold land is not depreciated.

Reviews are made annually of the estimated remaining lives and residual values of individual productive assets, taking account of commercial and technological obsolescence, as well as normal wear and tear.

We review the carrying value for any individual asset or asset group for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. If any such indication exists, and where the carrying value exceeds the estimated recoverable amount, the asset is written-down to its estimated recoverable amount. The assessment of possible impairment is based on our ability to recover the carrying value of the asset or asset group from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset or asset group, an impairment loss is recognized for the difference between estimated fair value and carrying value. Impairment losses on long-lived assets held for sale are determined in a similar manner, except that fair values are reduced for the cost to dispose of the assets.The measurement of impairment requires us to estimate future cash flows and the fair value of long-lived assets.

Impairments

The Company will recognize impairments in relation to property, plant and equipment, investments, goodwill, other identifiable intangible assets and other long-lived assets in accordance with the above policies. Impairments relating to restructuring activities, incurred to exit an activity or location, will be recorded within the restructuring line on the Statements of Income. Other impairments will be recorded within the impairment charges line on the Statements of Income. Impairments related to discontinued operations will be recorded within the net loss from discontinued operations line on the Statements of Income.

During the Company's recently commenced strategic review, in December 2023, the Company determined that the Graphic Arts business no longer aligns with the overall Luxfer strategy and have initiated a process to divest the Graphic Arts business. As a result of such decision and its impact on the Company's hold period, a $12.7 million impairment charge has been recognized in 2023, disclosed as impairment charges in the consolidated statement of income, relating to right of use assets, $1.6 million and property, plant and equipment, $11.1 million, in our Graphic Arts segment. In 2024, the Company initiated a sale process for its Graphic Arts business with the intention of divesting this business. In accordance with ASC 205-20 and ASC 360-10, our Graphic Arts business is classified as held-for-sale at December 31, 2024, however the business does not meet the criteria to be classified as a discontinued operation. The Company recognized $9.8 million loss on the held-for-sale asset group within acquisition and disposal expense on the statement of income, in 2024, relating to the Graphic Arts' assets which have been revalued to the expected consideration the Company will receive, $7.5 million relating to inventory, and $2.3 million relating to right-of-use assets.

There was also $2.8 million and $3.2 million of asset impairments recognized within restructuring charges in 2024 and 2023 respectively predominantly relating to rationalization of our North American Gas Cylinders businesses.

Within discontinued operations in 2022, there was a $2.6 million impairment charge relating to the right of use asset previously held as a sublet to Neos International Limited, the right of use asset being building leases retained on sale of Superform U.K. In 2024 and 2023, the Company recognized a disposal-related credit within discontinued operations of $0.4 million and $0.2 million, respectively, in relation to the previously impaired asset.

Revenue recognition

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. The majority of the Company’s contracts have a single performance obligation, as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, not distinct. There is no variable consideration or obligations for returns, refunds, or other related obligations in the Company’s contracts.

Payment terms and conditions vary by contract type and may include a requirement of payment in advance. In general, our payment terms are 30 to 60 days. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined its contracts do not include a significant financing component.

The Company’s revenue is primarily derived from the following sources and are recognized when or as the Company satisfies a performance obligation by transferring a good or service to a customer:

Product revenues

We recognize revenue when it is realized or realizable and has been earned. Revenue is recognized when the following are met: (i) persuasive evidence of an arrangement exists; (ii) shipment or delivery has occurred (depending on the terms of the sale), which is when the transfer of product or control occurs; (iii) our price to the buyer is fixed or determinable; and (iv) the ability to collect is reasonably assured.

Royalties

Royalty revenue is recognized on an accrual basis in accordance with the substance of the relevant agreements, provided that it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably.

Practical Expedients

The Company applies the practical expedient and does not disclose information about remaining performance obligations for contracts that have original expected durations of one year or less.

Cash, Cash Equivalents and Restricted Cash

We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Restricted cash is recognized separately in the Consolidated Balance Sheets. Restricted cash balances were $2.2 million at December 31, 2024, and $0.3 million at December 31, 2023. The amounts held in escrow were held in relation to the closure of Luxfer Gas Cylinders France, a payment received for a historic doubtful debt in our Elektron division and workers' compensation insurance.

Inventories

Inventories are stated at the lower of cost or net realizable value. Raw materials are valued on a first-in, first-out basis. Strategic purchases of inventories in order to secure supply and reduce the impact of price volatility on the cost of inventories are valued on a weighted-average cost basis. Work in progress and finished goods costs comprise direct materials including, where applicable, direct labor costs, an apportionment of production overheads and any other costs that have been incurred in bringing the inventories to their present location and condition. Inventories are reviewed on a regular basis, and we make allowance for excess or obsolete inventories and write-down to net realizable value based primarily on committed sales prices and our estimates of expected and future product demand and related pricing.

Research and Development

Included within research and development costs are directly attributable salaries, materials and consumables, as well as third-party contractor fees and research costs. These costs are expensed as incurred.

Foreign currencies

Transactions in currencies other than an operation's functional currency are initially recorded in the functional currency at the rate of exchange prevailing on the dates of transactions. At each balance sheet date, the foreign currency monetary assets and liabilities of each operation are translated into the functional currency of that operation at the rates prevailing on the balance sheet date.

All differences are taken to the consolidated statement of income, with the exception of differences on foreign currency borrowings that provide a hedge against a net investment in a foreign entity. These differences on foreign currency borrowings are taken directly to equity until the disposal of the net investment, at which time they are recognized in the consolidated statement of income. Tax charges and credits attributable to exchange differences on those borrowings are also included in equity.

On consolidation, the assets and liabilities of the Company's foreign operations are translated at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the period. Exchange differences that arise, if any, are included in Accumulated other comprehensive income (“AOCI”), a separate component of equity. Such translation differences are recognized in the consolidated statements of income in the period in which the Company either loses control of the operation or liquidation occurs.

During 2024, the average USD/GBP sterling exchange rate was £0.7821 compared to the 2023 average of £0.8032. This change resulted in a positive impact of $3.7 million on revenue and $0.3 million on operating income. Based on the 2024 level of revenue and income, a weakening in GBP sterling leading to a £0.05 increase in the USD/GBP sterling exchange rate would result in a decrease of $7.6 million in revenue and a decrease of $0.7 million in operating net income.

Income taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. When the Company does not believe that, on the basis of available information, it is more likely than not that deferred tax assets will be fully recovered, it recognizes a valuation allowance against its deferred tax assets to reduce the deferred tax assets to the amount more likely than not to be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactments date.

Furthermore, a tax benefit from a tax position may be recognized in the financial statements only if it is more-likely-than-not that the position is sustainable, based solely on its technical merits and consideration of the relevant tax authority’s widely understood administrative practices and precedents. The tax benefit recognized, when the likelihood of realization is more likely-than-not (i.e. greater than 50 percent), is measured at the largest amount that is greater than 50 percent likely of being realized upon settlement.

Employee benefit plans

The Company operates funded defined benefit pension plans in the U.K., the U.S. and France. The levels of funding are determined by periodic actuarial valuations that take into account changes in actuarial assumptions, including discount rates and expected returns on plan assets. The assets of the plans are generally held in separate Trustee-administered funds. The Company also operates defined contribution plans in the U.K., the U.S., Australia and Canada.

Actuarial assumptions are updated annually and are disclosed in Note 15. We recognize changes in the fair value of plan assets and net actuarial gains or losses for pension and other post-retirement benefits annually in the fourth quarter each year (“mark-to-market adjustment”) and, if applicable, in any quarter in which an interim remeasurement is triggered. Net actuarial gains and losses occur when the actual experience differs from any of the various assumptions used to value our pension and other post-retirement plans or when assumptions change, as they may each year. The remaining components of pension expense, including service and interest costs and estimated return on plan assets, are recorded on a quarterly basis.

Payments to defined contribution plans are charged as an expense as they fall due.

Commitments and contingencies

Loss contingencies are recognized when the Company has a present obligation as a result of a past event, it is probable that a transfer of resources will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

In January 2025, a final settlement was agreed on the previously disclosed legal matter (see Note 22) and was covered in full by insurance with payment made in February 2025. The Company recognized a gain contingency related to the insurance payout receivable in connection with the case. Based on the terms of the insurance policy and communications with the insurer, management determined that the receipt of the claim proceeds was virtually certain and therefore recognized an asset in other receivables as of December 31, 2024, with a corresponding liability recorded in other current liabilities.

Share-based compensation

We account for share-based compensation awards on a fair value basis at the grant date. The estimated grant date fair value of each option award is recognized in income on an accelerated basis over the requisite service period (generally the vesting period). The estimated fair value of each option award is calculated using either the Black-Scholes option-pricing model or a Monte-Carlo simulation, both of which are subjective and involve the application of significant estimates and assumptions, including the expected term of the award, implied volatility, expected dividend yield and the risk-free interest rate. Restricted share awards and units are recorded as compensation cost on an accelerated basis over the requisite service periods based on the market value on the date of the grant.

Performance share units ("PSU") are stock awards where the ultimate number of shares issued will be contingent on the Company's performance against certain financial performance targets. The fair value of each PSU is based on the market value on the date of grant. We recognize expense based upon the fair value of the awards on the grant date and the estimated vesting of the PSUs granted. The estimated vesting of the PSUs is based on the probability of achieving certain financial performance thresholds over the specified performance period.

Trade receivables and concentration of credit risk

The Company is exposed to credit losses primarily through sales of products. The Company’s expected loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions and a review of the current status of customers' trade accounts receivables. Due to the short-term nature of such receivables, the estimate of accounts receivable amounts that may not be collected is based on aging of the accounts receivable balances and the financial condition of customers. Additionally, specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default.

Estimates are used to determine the allowance. It is based on assessment of anticipated receipts and all other historical, current and future information that is reasonably available.

We are exposed to credit risk in the event of nonpayment by customers. However, we mitigate our exposure to credit risk by performing ongoing credit evaluations. No individual customer represented more than 10% of our revenue or accounts receivable. The concentration of credit risks from financial instruments related to the markets we serve is not expected to have a material adverse effect on our consolidated financial position, cash flows or future results of operations.

Derivative financial instruments

We recognize all derivatives as either assets or liabilities (within accounts and other receivables or other current liabilities) at fair value in our Consolidated Balance Sheets. Any changes in fair value are reported in the income statement immediately in cost of sales. We use derivative instruments for the purpose of hedging commodity price risk and currency exposures, which exist as part of ongoing business operations.

New accounting standards

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting”, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures regarding significant expenses. We have adopted the disclosure requirements and the guidance was applied retrospectively to all periods presented related to the required disclosures but otherwise did not affect our consolidated financial statements.

Accounting standards which have been early adopted

None

Accounting standards issued but not yet effective

On November 4, 2024, the FASB issued ASU 2024-03, which requires disaggregated disclosure of income statement expenses for public business entities ("PBEs"). ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.

In December 2023, the FASB issued ASU No. 2023-09, “Improvements to Income Tax Disclosures”, which requires new and enhanced disclosures primarily related to income taxes paid and the effective tax rate reconciliation. We will adopt the standard beginning with our annual reporting for the year ending December 31, 2025.

2. Revenue

Disaggregated revenue from continuing operations for the fiscal years ended December 31, 2024, 2023, and 2022, are included below and in Note 18, Segment Information.

The Company’s performance obligations are satisfied at a point in time. With the classification of our Superform business as discontinued operations, none of the Company's revenue from continuing operations is satisfied over time. As a result, the Company's contract receivables, contract assets and contract liabilities at December 31, 2024, 2023 and 2022 are included within current assets and liabilities held-for-sale.

3. Acquisitions and disposals

The $9.8 million loss on held-for-sale asset group in 2024 relates to the Graphic Arts' assets which have been revalued to the expected consideration the Company will receive.

Disposal-related costs of $2.4 million in 2024, represent professional fees incurred and accrued in relation to the planned divestiture of the Graphic Arts segment.

Acquisition-related costs of $0.3 million in 2022 represented transitional costs and professional fees incurred in relation to the acquisition of Structural Composites Industries LLC.

4. Restructuring charges

During 2024, 2023 and 2022, we initiated and continued execution of certain business restructuring initiatives aimed at reducing our fixed cost structure and realigning our business.

Restructuring costs by reportable segment were as follows:

Activity related to restructuring, recorded inother current liabilities in the consolidated balance sheets is summarized as follows:

5. Other income

In December 2023, it was established that any potential liability arising from the lawsuits and reasonable defense costs related to the previously disclosed legal matter (see Note 22) are covered by insurance. The Company recognized $7.7 million as other income in 2024, in relation to these costs previously incurred by the Company, of which $5.8 million was received in 2024 and a final $1.9 million has been received post year end, included within accounts and other receivables as of December 31, 2024.

6. Earnings per share

Basic earnings / (loss) per share are computed by dividing net income / (loss) for the period by the weighted-average number of ordinary shares outstanding, net of Treasury shares and shares held in ESOP. Diluted earnings / (loss) per share are computed by dividing net income / (loss) for the period by the weighted average number of ordinary shares outstanding and the dilutive ordinary share equivalents.

Basic and diluted earnings / (loss) per share were calculated as follows:

(1) The calculation of earnings / (loss) per share is performed separately for continuing and discontinued operations. As a result, the sum of the two in any particular year may not equal the earnings-per-share amount in total.

(2) The loss per share for continuing operations in 2023 has not been diluted, since the incremental shares

included in the weighted-average number of shares outstanding would have been anti-dilutive.

7. Discontinued operations

Our Superform aluminum superplastic forming business, which operated from sites in the U.S. and the U.K., was historically included in the Gas Cylinders Segment. As a result of our decision to exit non-strategic aluminum product lines, we have reflected the results of operations of these businesses as discontinued operations in the Consolidated Statements of Income for all periods presented. We expect our Superform U.S. business to be sold within the next twelve months.

In 2022, the Company recognized impairment and disposal-related costs of $2.6 million and $2.0 million respectively, in relation to previous dispositions of our Superform U.K. business and our U.S. aluminum gas cylinder business, which occurred in 2021.

In 2024 and 2023, the Company recognized a disposal-related credit of $0.4 million and $0.2 million, respectively, in relation to a previously impaired asset from the previous dispositions which occurred in 2021.

The assets and liabilities of the above businesses have been presented within Current assets held-for-saleand Current liabilities held-for-salein the Consolidated Balance Sheets at December 31, 2024, and December 31, 2023.

7. Discontinued operations (continued)

Results of discontinued operations were as follows:

The associated assets and liabilities relating to Superform U.S. that are classified as held-for-sale were as follows:

The depreciation and amortization, capital expenditures and significant operating non-cash items were as follows:

8. Held-for-sale assets and liabilities

The total assets and liabilities classified as held-for-sale, including those that qualify as discontinued operations are as follows:

As a result of the Company’s strategic review process announced in October 2023, the Company concluded that its Graphic Arts business no longer aligns with the Company’s overall business and value proposition. In 2024, the Company initiated a sale process for its Graphic Arts business with the intention of divesting this business within the next twelve months.

In 2024, the company recognized a $9.8 million loss on held-for-sale asset group recognized within acquisitions and disposals costs, relating to our Graphic Arts segment to reflect its fair value. A total $2.4 million of costs ($1.7 million accrual), have also been recognized within acquisitions and disposals costs in the Income Statement, for expected costs in relation to professional fees in relation to the planned divestiture of the Graphic Arts segment.

Included within assets held-for-sale in 2023 are land and buildings valued at $1.2 million, within our Elektron Segment. In 2024, the Company recognized a $6.1 million gain on disposal in relation to the sale of the land and buildings in our Elektron division. Net consideration of $7.3 million was received in the fourth quarter of 2024. There was no gain on disposal of assets held for sale in 2023.

In accordance with ASC 205-20 and ASC 360-10, our Graphic Arts business is classified as held-for-sale at December 31, 2024, however the business does not meet the criteria to be classified as a discontinued operation.

9. Goodwill and other identifiable intangible assets

Changes in goodwill during the years ended December 31, 2024 and 2023 were as follows:

Accumulated goodwill impairment losses in relation to continuing operations were $8.0 million as of December 31, 2024 and 2023.

Changes in the gross value of identifiable intangible assets during the year ended December 31, 2024, were as follows:

Identifiable intangible assets consisted of the following:

Identifiable intangible asset amortization expense in 2024, 2023 and 2022 was $0.8 million, $0.8 million and $0.7 million, respectively.

Intangible asset amortization expense over the next five years is expected to be approximately $0.8 million per year.

The weighted-average amortization period for the customer relationships is 14 years and for the technology and trading related assets is 12 years.

10. Supplementary balance sheet information

Impairment of Graphic Arts assets

In 2024, there was $7.5 million inventory, and $2.3 million right-of-use asset impairments recognized (disclosed as loss on held-for-sale asset group within acquisitions and disposals costs on the statement of income). In 2023, there was $11.1 million and $1.6 million of property, plant and equipment, and right-of-use asset impairments recognized respectively. Both years were recognized in continuing operations relating to our Graphic Arts segment.

11. Accumulated Other Comprehensive Loss

Components of Accumulated Other Comprehensive Loss consist of the following:

12. Debt

Debt outstanding was as follows:

In October 2021, the Company completed a refinancing of its existing Revolving Credit Facility, ("RCF"), extending its tenure to October 2026, while providing increased flexibility to incur additional indebtedness outside of this agreement if required and reducing the covenant burden.

At December 31, 2024, $125 million (December 31, 2023, $125 million) of committed debt facilities in the form of a multi-currency (GBP sterling, U.S. dollars or euros) RCF was available to the Company. In addition, $25 million of uncommitted facility capacity remains available through an accordion increase clause.

The RCF bears interest equal to an applicable margin, based upon the Company's leverage, plus either EURIBOR, in the case of amounts drawn in euros, SONIA (Sterling Overnight Index Average), in the case of amounts drawn in GBP sterling, or SOFR (Secured Overnight Financing Rate) in the case of amounts drawn in U.S. dollars. The weighted-average interest rate on the RCF was 7.50% and 7.70% in 2024 and 2023, respectively.

The maturity profile of the Company's debt, excluding unamortized issuance costs and discounts is, as follows:

The bank overdraft is an uncommitted facility with no expiration date, this is reviewed annually and can be cancelled by either the bank or the Company on demand.

12. Debt (continued)

Facilities

We have been in compliance with the covenants under the Note Purchase, Private Shelf Agreement and Senior Facilities Agreement throughout all of the quarterly measurement dates in 2024.

The agreements contain a number of additional undertakings and covenants that, among other things, restrict, subject to certain exceptions, our and our subsidiaries' ability to:

•engage in mergers, divestitures, consolidations or divisions;

•change the nature of our business;

•make certain acquisitions;

•participate in certain joint ventures;

•grant liens or other security interests on our assets;

•sell, lease, transfer or otherwise dispose of assets, including receivables;

•enter into certain non-arm's-length transactions;

•grant guarantees;

•pay off certain existing indebtedness;

•make investments, loans or grant credit; and

•issue shares or other securities;

The agreements requires us to maintain compliance with an interest coverage ratio and a leverage ratio. The interest coverage ratio measures our EBITDA (as defined in the agreements) to Net Finance Charges (as defined in the agreements). We are required to maintain a minimum interest coverage ratio of 4.0:1. The leverage ratio measures our Total Net Debt (as defined in the agreements) to the Relevant Period Adjusted Acquisition EBITDA (as defined in the agreements). We are required to maintain a leverage ratio of no more than 3.0:1.

Any breach of a covenant could result in a default under the agreements, in which case lenders could elect to declare all borrowed amounts immediately due and payable if the default is not remedied or waived within any applicable grace periods. Additionally, our subsidiaries' ability to make investments, incur liens and make certain restricted payments is also controlled by limits within the agreements.

13. Derivatives and Financial Instruments

The Company's financial instruments comprise bank and other loans, senior loan notes, derivatives and trade payables. Other than derivatives, the main purpose of these financial instruments is to raise finance for the Company's operations. The Company also has various financial assets, such as trade receivables and cash and cash equivalents, which arise directly from its operations.

Derivative financial instruments We are exposed to market risk during the normal course of business from changes in currency exchange rates, interest rates and commodity prices, such as magnesium and aluminum prices. We manage interest rate exposures through a combination of normal operating and financing activities and through the use of derivative financial instruments, such as foreign currency forward purchase contracts. We do not use market risk-sensitive instruments for trading or speculative purposes. In 2024, the Company had $nil (2023: $0.4 million) derivative financial instruments recorded within accounts and other receivables. The value of derivative financial instruments recorded in other current liabilities in 2024 was $0.9 million (2023: $nil).

Forward foreign currency exchange contracts

The Company incurs currency transaction risk whenever one of the Company's operating subsidiaries enters into either a purchase or sales transaction in a currency other than its functional currency. Currency transaction risk is reduced by matching sales and expenses in the same currency. The Company's U.S. operations have little currency exposure as most purchases, costs and sales are conducted in U.S. dollars. The Company's U.K. operations are exposed to exchange transaction risks, mainly because these operations sell goods priced in U.S. dollars and purchase raw materials priced in U.S. dollars.

At December 31, 2024 and 2023, the Company held various forward foreign currency exchange contracts in respect of forward sales for U.S. dollars and Canadian dollars for the receipt of GBP sterling. The Company also held forward foreign currency exchange contracts in respect of forward purchases for U.S. dollars, euros, Canadian dollars and Australian dollars by the sale of GBP sterling. The contract totals in GBP sterling, range of maturity dates and range of exchange rates are disclosed overleaf, with the value denominated in GBP sterling, given that it is the currency the all of the contracts are held in.

13. Derivatives and Financial Instruments (continued)

The above contracts are held in GBP sterling. Therefore, the analysis in the table has been given in GBP sterling to avoid any movements as a result of translation.

Fair value of financial instruments

The following methods were used to estimate the fair values of each class of financial instrument:

Cash at bank and in hand

The carrying value approximates the fair value as a result of the short-term maturity of the instruments. Cash at bank and in hand are subject to a right to offset in the U.S. and U.K.

Bank loans

At December 31, 2024, bank and other loans of $45.3 million (2023: $72.7 million) were outstanding. At December 31, 2024, bank and other loans are shown net of issue costs of $0.2 million (2023: $0.5 million), and these issue costs are to be amortized to the expected maturity of the facilities. This carrying value approximates to its fair value at December 31, 2024 and 2023 respectively. At December 31, 2024, $20.3 million (2023: $47.7 million) of the total $45.3 million (2023: $72.7 million) bank and other loans was variable interest rate debt and subject to floating interest rate risk, with the remainder being fixed rate debt.

Forward foreign currency exchange rate contracts

The fair value of these contracts was calculated by determining what the Company would be expected to receive or pay on termination of each individual contract by comparison to present market prices.

13. Derivatives and Financial Instruments (continued)

Fair value of financial instruments (continued)

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

The fair values of the financial instruments of the Company at December 31, 2024 and 2023, were analyzed using the hierarchy as follows:

14. Income Taxes

Income/(loss) before income taxes consisted of the following:

(1) "International" reflects non-U.K. income before income taxes.

The provision for income taxes consisted of the following:

(1) "International" reflects non-U.K. income taxes.

Differences between the financial reporting and the corresponding tax basis of assets and liabilities and the different income tax rates and laws applicable to the Company, among other factors, give rise to permanent differences between the statutory tax rate applicable in the U.K. and the effective tax rate presented in the Consolidated Income Statement, which in 2024, 2023 and 2022, were as follows:

(1) Refers mainly to the effects of the differences between the statutory income tax rate in the U.K. against the applicable income tax rates of each country where the Company operates.

14. Income Taxes (continued)

Reconciliations of the beginning and ending gross unrecognized tax benefits were as follows:

The Company's unrecognized tax benefits relate to the pricing of its various inter-company transactions. The transfer pricing calculation is often multifaceted, taking into account economics, finance, industry practice, and functional analysis, a company's transfer pricing position often sits at a particular point along a wide continuum of possible pricing outcomes. The inherent subjectivity in pricing inter-company balances gives rise to measurement uncertainty. Management has considered the valuation uncertainty in determining the measurement of the uncertain tax position. There are no current tax audit examinations.

At December 31, 2024, 2023 and 2022, there wasnil, $0.1 million, and $0.3 million of unrecognized tax benefits, respectively, that, if recognized, would affect the annual effective tax rate.

The Company recognizes interest accrued and penalties relating to unrecognized tax benefits in the income tax line. During the years ended December 31, 2024, 2023 and 2022, the Company recognizedno amounts related to interest and penalties.

The following is a summary of the tax years open by major tax jurisdiction:

14. Income Taxes (continued)

Taxes have not been provided on undistributed earnings of subsidiaries where it is our intention to reinvest these earnings permanently or to repatriate the earnings only when it is tax efficient to do so. The amount of unremitted earnings at December 31, 2024 was approximately $108.6 million (at December 31, 2023: $92.6 million, at December 31, 2022: $83.1 million). If these earnings were remitted, it is estimated that the additional income tax arising would be approximately $1.2 million (at December 31, 2023: $1.3 million, at December 31, 2022: $1.2 million).

Deferred taxes were recorded in the Consolidated Balance Sheets as follows:

The tax effects of the major items recorded in deferred tax assets and liabilities were as follows:

Deferred tax liabilities and assets represent the tax effect of temporary differences between the value of assets and liabilities for financial statement purposes and such values as measured by the relevant jurisdiction's tax laws and regulations. Deferred tax assets and liabilities from the same tax jurisdiction have been netted, resulting in assets and liabilities being recorded under the deferred taxation captions on the consolidated balance sheet.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences and carryforwards become deductible or creditable. Management considers the scheduled reversal of existing taxable temporary differences, projected future taxable income, and tax-planning strategies in making this assessment.

Reconciliations of the beginning and ending valuation allowances were as follows:

At December 31, 2024, the Company had carried forward tax losses and tax credits of $74.5 million (U.K.: $15.4 million, non-U.K.: $59.1 million). Carried forward tax losses and tax credits for 2023 were $75.8 million (U.K.: $16.5 million, non-U.K.: $59.3 million) and for 2022 were $74.8 million (U.K.: $15.6 million, non-U.K.: $59.2 million). To the extent that these losses are not already recognized as deferred income taxes assets and are available to offset against future taxable profits, it is expected that the future effective tax rate would be below the standard rate in the country where the profits are offset. A valuation allowance of $17.4 million (2023: $17.0 million, 2022: $16.5 million) exists for deferred tax benefits related to the tax loss and tax credit carry forwards and other benefits that may not be realized. The apportionment of the valuation allowance between the U.K. and non-U.K. jurisdictions is U.K.: $3.8 million, non-U.K.: $13.6 million (2023: U.K.: $3.9 million, non-U.K.: $13.1 million; 2022: U.K.: $3.5 million, non-U.K.: $13.0 million). The non-U.K. valuation allowances relates to tax losses in France and Germany.

Of the carried forward tax losses and tax credits as at December 31, 2024, $8.5 million expire between 2025 and 2035, and $61.0 million are available for indefinite carry-forward.

15. Pension Plans

The Company operates funded defined benefit pension plans in the U.K., the U.S. and France. The levels of funding are determined by periodic actuarial valuations that take into account changes in actuarial assumptions, including discount rates and expected returns on plan assets. The assets of the plans are generally held in separate Trustee-administered funds. The Company also operates defined contribution plans in the U.K., the U.S., Australia and Canada.

The "10% corridor" method for recognizing gains and losses has been adopted. This methodology means that cumulative gains and losses up to an amount equal to 10% of the higher of the liabilities and the assets (the corridor) have no impact on the pension cost. Cumulative gains or losses greater than this corridor are amortized over the average future lifetime of the members in the plans.

The principal defined benefit pension plan in the Company is the U.K. Luxfer Group Pension Plan ("the Plan"), which closed to new members in 1998, with new employees then being eligible for a defined contribution plan. In April 2016, the Plan was closed to further benefit accrual, with members being offered contributions to a defined contribution plan. The Company completed a buyout of the U.S. BA Holdings, Inc. Pension Plan in the first quarter of 2023. The Company's other arrangements are less significant than the Plan.

The following tables present reconciliations of pension benefit obligations, fair value of plan assets and the funded status of pension plans as of and for the years ended December 31, 2024 and 2023:

The net benefit surplus of $49.3 million (2023: $40.3 million) in the U.K. plan is recorded in non-current assets at December 31, 2024 and December 31, 2023, the net benefit obligation of $0.1 million (2023: $0.1 million) in the U.S. / other is recorded in non-current liabilities at December 31, 2024 and December 31, 2023.

As the Plan had a surplus of $49.3 million as at December 31, 2024, no deficit contributions are payable and no Recovery Plan is required. $0.1 m was paid by the company in relation to the Pension Protection Fund levy in the U.K.

The amounts recognized in the Consolidated Statements of Income in respect of the pension plans were as follows:

In accordance with ASC 715, defined benefit pension credit is split in the income statement, with $0.6 million (2023: $0.3 million; 2022: $0.2 million) of expenses recognized within sales, general and administrative expenses and a credit of $1.6 million (2023: $7.6 million charge; 2022: $0.1 million credit) recognized below operating income in the income statement.

The following table shows other changes in plan assets and benefit obligations recognized in other comprehensive income during the years ended December 31:

The estimated net loss for defined benefit plans included in AOCI that will be recognized in net periodic benefit cost during 2025 is $0.7 million, consisting of amortization of net actuarial loss of $1.1 million, partially offset by amortization of prior service credit of $0.4 million.

The following table shows the amounts included in AOCI that have not yet been recognized as components of net periodic benefit cost for the years ended December 31:

In September 2019, the U.K. Statistics Authority announced plans to reform the RPI inflation index. On November 25, 2020, the government and U.K. Statistics Authority confirmed these plans to reform the RPI index to bring it into line with the CPIH index from 2030, with no compensation for the holders of index-linked gilts. Inflation measured by the CPIH is consistently significantly lower than that measured by RPI, and, therefore, these plans imply a significant expected reduction in RPI inflation from 2030 onwards. As a result.we have taken a stepped approach and used different inflation rates pre and post 2030.

The financial assumptions used in the calculations were:

The discount rate used for the UK Plan represents the annualized yield based on a cash-flow matched methodology, with reference to an AA corporate bond spot curve and having regard to the duration of the Plan’s liabilities. The inflation rate is derived using a similar cash flow matched methodology as used for the discount rate but with regard to the difference between yields on fixed-interest and index-linked United Kingdom government gilts. The expected return on assets assumption is set with regard to the asset allocation and expected return on each asset class as of the balance sheet date.

During 2023, the Plan's actuary was changed, enabling a more refined cashflow roll-forward to December 31, 2023, and providing the ability to allow for actual pension increase experience over the inter-valuation period more accurately. Due to this, an approximate 3% to 4% technical provisions basis difference was identified in valuation liabilities at April 5, 2021. As a result of the change in Plan actuary, we therefore have an experience gain coming through the UK figures in 2023.

Investment strategies

For the principal defined benefit plan in the Company and the U.K., the Luxfer Group Pension Plan, (the "Plan," as defined above), the assets are invested in a diversified range of asset classes and include matching assets (comprising fixed-interest and index-linked bonds and swaps) and growth assets (comprising all other assets). The Trustees of the Plan have formulated a de-risking strategy to help control the short-term risk of volatility associated with holding growth assets. The Trustees also monitor the cost of a buy-in to secure pensioner liabilities with an insurance company to ensure they and the Company are able to act if such an opportunity arises.

Risk exposures

The U.K. plan currently has a long-term strategic target to hold 25 percent of assets in equity and other growth investments, with the intention of growing the value of assets relative to liabilities. The Company is at risk if the value of liabilities grows at a faster rate than the plans' assets, or if there is a significant fall in the value of these assets not matched by a fall in the value of liabilities. If any of these events occurred, it would be expected to lead to an increase in the Company's future cash contributions.

Special events

In 2021, the Company decided to terminate its U.S. Pension Plan. The Company completed the buyout of the U.S. plan in the first quarter of 2023. As a result, a final premium totaling $29.3 million was paid to settle the liabilities. Assets of $27.2 million were sold from the plan, resulting in a $2.1 million contribution from the Company to extinguish the liabilities from the plan in full.

The fair value of plan assets were:

We have taken the bid value of invested assets as at December 31, 2024 as supplied by Legal & General ('L&G'), the LGPP’s investment managers. As the L&G funds are weekly priced we have taken the price on the first dealing day of the New Year

All investments, apart from cash, were classified as Level 2 in the fair value hierarchy as of December 31, 2024 and 2023. Cash is classified as Level 1 in the fair value hierarchy as of December 31, 2024 and 2023.

The following benefit payments are expected to be paid by the plans for the years ended December 31 as follows:

The estimated amount of employer deficit recovery contributions expected to be paid to the defined benefit pension plans for the year ending December 31, 2025, isnil (2024: nil actual employer contributions).

Virgin Media Ltd v. NTL Pension Trustees II Ltd

In June, 2023, the UK High Court ruled that specific historical amendments to contracted-out defined benefit plans in the period from April 6, 1997 to April 5, 2016 were invalid if they lacked a confirmation under section 37 of the Pension Schemes Act 1993 from the Plan's actuary. On July 25, 2024, the Court of Appeal upheld this decision.

The 2014 LGPP Rules state that “The Plan was contracted-out before April 6, 1997, on the GMP basis, and from April 6, 1997, until April 5, 2012, on a Protected Rights basis. From April 6, 2012, the Plan is contracted-out on a Reference Plan basis”. The Company has reviewed the current members in the LGPP that were in active service during this time period and concluded the risk of material impact stemming from the ruling is low.

At this stage, the Plan Trustees are undertaking data cleansing activities, and the potential impact of the case is being considered. Due to the low population at risk and the ongoing nature of this review it is not currently possible to assess whether there could be a potential financial impact arising and, if there was to be a financial impact, what the value would be, therefore no adjustment to the liability has been recognized at December 31, 2024.

16. Shareholders' Equity

(a)Ordinary share capital

(1)The Company's ordinary share capital is shown in U.S. dollars at the exchange rate prevailing at the month-end spot rate at the time of the share capital being issued.

The rights of the shares are as follows:

Ordinary shares of £0.50 each

The ordinary shares carry no entitlement to an automatic dividend but rank pari passu in respect of any dividend declared and paid. The ordinary shares were allotted and issued to satisfy share awards which vested under the Company's share award and share incentive plans.

At December 31, 2024, there were 26,742,074 (2023:26,834,628) ordinary shares of Luxfer Holdings PLC listed on the New York Stock Exchange (NYSE).

(b)Treasury Shares

In 2024, the Company purchased 200,000 ordinary shares for a total cost of $2.3 million.16,248 of these shares were utilized at $0.3 million, with the remaining 183,752 retained within Treasury shares.

In 2023, the Company purchased 210,000 ordinary shares for a total cost of $2.7 million.14,195 of these shares were utilized at $0.2 million, with the remaining 185,805 retained within Treasury shares.

At December 31, 2024, there were 1,657,323 (2023:1,473,571) treasury shares held at a cost of $25.0 million (2023: $22.9 million).

16. Shareholders' Equity (continued)

(c)Company shares held by ESOP

At December 31, 2024, there were 544,603 ordinary shares at £0.50 each (2023:635,801 ordinary shares of £0.50 each) held by The Luxfer Group Employee Share Ownership Plan (the "ESOP").

(d)Dividends paid and proposed

17. Share Plans

(a)The Luxfer Group Employee Share Ownership Plan

The trust

In 1997, the Company established an employee benefit trust ("the ESOP") with independent Trustees, to purchase and hold shares in the Company in trust to be used to satisfy options granted to eligible senior employees under the Company's share plans established from time to time.

The ESOP was established with the benefit of a gift equivalent to the set up and running costs. Purchase monies and costs required by the ESOP Trustees to purchase shares for and under the provisions of the trust are provided by way of an interest free loan from a Company subsidiary. The loan is repayable, in normal circumstances, out of monies received from senior employees when they exercise options granted to them over shares. Surplus shares are held by the ESOP Trustees to satisfy future option awards. The ESOP Trustees have waived their right to receive dividends on shares held in trust. The Remuneration Committee is charged with determining which senior employees are to be granted options, and in what number, subject to the relevant plan rules.

Changes in the year

The change in the number of shares held by the Trustees of the ESOP and the number of share options held over those shares are shown below:

At December 31, 2024, the loan outstanding from the ESOP was $0.4 million (2023: $0.5 million).

The market value of each £0.50 ordinary share held by the ESOP at December 31, 2024, was $13.09 (2023: $8.94).

(b)Share-based compensation

Luxfer Holdings PLC Long-Term Umbrella Incentive Plan and Luxfer Holdings PLC Non-Executive Directors Equity Incentive Plan

As an important retention tool and to align the long-term financial interests of our management with those of our shareholders, the Company adopted the Luxfer Holdings PLC Long-Term Umbrella Incentive Plan (the "LTIP") for the Company's senior employees and the Luxfer Holdings PLC Non-Executive Directors Equity Incentive Plan (the "Director EIP") for the Non-Executive Directors.

The equity or equity-related awards under the LTIP and the Director EIP are based on the ordinary shares of the Company. The Remuneration Committee administers the LTIP and has the power to determine to whom the awards will be granted, the amount, type and other terms. Awards granted under the LTIP generally vest one-quarter each year over afour-year period, subject to continuous employment and certain other conditions, with the exercise period expiringsix years after grant date. Awards granted under the Director EIP are non-discretionary, are purely time-based and vest overone year, with settlement occurring immediately on vesting.

17. Share Plans (continued)

(b)Share-based compensation (continued)

Share option and restricted stock awards

In March 2024, a combined 155,000 of Restricted Stock Units and Options over ordinary shares were granted under the LTIP, which were all time-based awards vesting over a period offour years and expiringtwo years later. Also in March 2024, a maximum 392,000 awards were granted based on the achievement of shareholder return targets. In June 2024, a combined 47,000 Restricted Stock Units over ordinary shares were granted under the Director EIP, which were all time-based awards that would fully vestone year later

In March 2023, a combined 127,000 of Restricted Stock Units and Options over ordinary shares were granted under the LTIP, which were all time-based awards vesting over a period offour years and expiringtwo years later. Also in March 2023, a maximum 157,000 awards were granted based on the achievement of shareholder return targets. In June 2023, a combined 31,000 Restricted Stock Units and Options over ordinary shares were granted under the Director EIP, which were all time-based awards that would fully vestone year later.

Total share-based compensation expense for 2024, 2023 and 2022 was as follows:

There wereno cancellations or modifications to the awards in 2024, 2023 or 2022.

The actual tax benefit realized for the tax deductions from option exercises totaled $0.3 million, $0.4 million and $0.8 million in 2024, 2023 and 2022, respectively.

The following tables illustrates the number of, and movements in, share options during the year, with each option relating to one ordinary share:

The weighted average fair value of options granted in 2024, 2023 and 2022 was estimated to be $7.13, $14.73 and $16.45 per share, respectively. The total intrinsic value of options that were exercised during 2024, 2023 and 2022 was $1.4 million, $1.7 million and $2.9 million, respectively. At December 31, 2024, the total unrecognized compensation cost related to share options was $3.2 million (2023: $2.8 million). This cost is expected to be recognized over a weighted average period of 1.8 years (2023:2.4 years ).

17. Share Plans (continued)

(b)Share-based compensation (continued)

The following table illustrates the assumptions used in deriving the fair value of share options during the year:

The expected life of the share options is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may not necessarily be the actual outcome.

Employee share incentive plans The Company operates an all-employee share incentive plan in its U.K. and U.S. operations and may look to implement plans in other geographic regions.

18. Segment Information

We classify our operations into business segments, based primarily on shared economic characteristics for the nature of the products and services; the nature of the production processes; the type or class of customer for their products and services; the methods used to distribute their products or provide their services; and the nature of the regulatory environment. The Company hasfive identified business units, which aggregate into three reportable segments within continuing operations, andone within discontinued operations. Luxfer Gas Cylinders forms the Gas Cylinders segment, and Luxfer MEL Technologies and Luxfer Magtech aggregate into the Elektron segment. As of December 31, 2023, it was determined that the Luxfer Graphic Arts reporting segment no longer met the criteria, specifically, similar economic characteristics, to be aggregated within the Elektron segment. As a result, Luxfer Graphic Arts has been disaggregated from the Elektron segment and is being reported separately as the Graphic Arts segment. Our Superform business unit used to aggregate into the Gas Cylinders segment but is now recognized within discontinued operations. A summary of the operations of the segments within continuing operations is provided below:

Gas Cylinders segment

Our Gas Cylinders segment manufactures and markets specialized highly-engineered cylinders, using composites and aluminum alloys, including pressurized cylinders for use in various applications including self-contained breathing apparatus ('SCBA') for firefighters, containment of oxygen and other medical gases for healthcare, alternative fuel vehicles, and general industrial applications.

Elektron segment Our Elektron segment focuses on specialty materials based primarily on magnesium and zirconium, with key product lines including advanced lightweight magnesium alloys with a variety of uses across a variety of industries; magnesium powders for use in countermeasure flares, as well as heater meals; and high-performance zirconium-based materials and oxides used as catalysts and in the manufacture of advances ceramics, fiber-optic fuel cells, and many other performance products.

Graphic Arts segment

Our Graphic Arts segment provides a full range of pre-sensitized magnesium, copper and zinc plates, along with associated chemicals, for the production of foil-stamping and embossing dies. In addition, non-sensitized polished brass and magnesium plates are also manufactured for computer numerical control ('CNC') engraving. The segment also advises on turnkey engraving operations, complete with etching machines, computer-to-plate ('CtP') machines, exposure units and film setters.

Other

Other, as used below, primarily represents unallocated corporate expense and includes non-service related defined benefit pension cost / credit.

Management monitors the operating results of its reportable segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated by the chief operating decision maker "CODM", the CEO, who is responsible for allocating resources and assessing performance of the operating segments, using net sales and adjusted EBITA, which is defined as the Company's measure of segment profit or loss, and is based on income before tax from continuing operations, adjusted for share-based compensation charges; restructuring charges; impairment charges; other charges; acquisitions and disposals costs; gain on disposal of assets held for sale; defined benefit credit/charge and amortization.

Unallocated assets and liabilities include those which are held on behalf of the Company and cannot be allocated to a segment, such as taxation, investments, cash, retirement benefits obligations, bank and other loans and holding company assets and liabilities.

Financial information by reportable segment for the years ended December 31 is included in the following summary:

During 2024 there were $0.7 million sales made between our Elektron segment and Graphic Arts segment (2023: $0.7 million and 2022: $0.4 million )

(1)Other cost of sales includes material costs and variable costs.

(2) Other segment items primarily consists of sales, marketing, research and development, general and admin costs.

18. Segment Information (continued)

The following tables present certain geographic information by geographic region for the years ended December 31:

(1) Net sales are based on the geographic destination of sale.

(2) Other includes South America, Latin America, Canada and Brazil.

19. Leases

We have operating leases for buildings, vehicles and certain equipment. The Company has applied practical expedients for leases with a fair value of less than $5,000 or a lease term of less than twelve months. The majority of our leases have remaining lease terms ofone tofive years, with one building having 48 years remaining.

None of our leases were classified as finance leases in any of the years disclosed.

The components of the lease expense is as follows:

Supplemental cash flow information related to leases was as follows:

During the year ended December 31, 2024, there were additional operating leases entered into totaling $0.6 million (2023: $0.5 million, 2022: $17.7 million). There was also a $1.6 million impairment recognized in 2023 in relation to the Graphic Arts segment. These are non-cash items but will impact cash in future years.

Supplemental balance sheet information related to leases was as follows:

Maturities of lease liabilities were as follows:

20. Commitments and Contingencies

Capital commitments

At December 31, 2024, the Company had capital expenditure commitments of $0.5 million (2023: $2.3 million and 2022: $1.4 million) for the acquisition of new plant and equipment.

Committed banking facilities

The Company had committed banking facilities of $125.0 million at December 31, 2024 and $125.0 million at December 31, 2023. Of these committed facilities, $17.2 million was drawn at December 31, 2024 and $43.1 million at December 31, 2023. The Company also had an additional $25.0 million of uncommitted facilities through an accordion provision at December 31, 2024 and December 31, 2023.

Additionally, the Company has various uncommitted transitional banking and foreign exchange lines available for day-to-day operational purposes.

Contingencies

In December 2023, it was established that any potential liability arising from the lawsuits and reasonable defense costs related to the previously disclosed US Ecology case are covered by insurance. The Company recognized $7.7 million in the twelve months of 2024, in relation to these costs previously incurred by the Company. $5.8 million cash has been received in 2024 and a final reimbursement of $1.9 million has been received post year end, included within accounts and other receivables.

21. Related-Party Transactions

Joint venture in which the Company is a venturer

During 2024, the Company maintained its 50% investment in the equity of the joint venture, Nikkei-MEL Company Limited. During 2024, the Elektron Segment made $0.5 million of sales to the joint venture (2023: $0.5 million). At December 31, 2024, the gross and net amounts receivable from the joint venture amounted to $0.1 million (2023: $0.1 million).

Transactions with other related parties

At December 31, 2024, the directors and key management comprising the members of the Executive Leadership Team owned 321,731 £0.50 ordinary shares (2023:289,036 £0.50 ordinary shares) and held awards over a further 906,024, £0.50 ordinary shares (2023:516,195, £0.50 ordinary shares).

During the years ended December 31, 2024, and December 31, 2023, share options held by members of the Executive Leadership Team were exercised.

Other than the transactions with the joint ventures, associates and key management personnel disclosed above, no other related-party transactions have been identified.

22. Subsequent Events

In November 2018, an alleged explosion occurred at a third-party waste disposal and treatment site in Grand View, Idaho, reportedly causing property damage, personal injury, andone fatality. The Company had contracted with a service company for removal and disposal of certain waste resulting from the magnesium powder manufacturing operations at the Reade facility in Manchester, New Jersey. The Company believes this service company, in turn, contracted with the third-party disposal company, at whose facility the explosion occurred, for treatment and disposal of the waste. In November 2020, we were named as a defendant inthree lawsuits in relation to the incident –one by the third-party disposal company, one by the estate of the decedent, andone by an injured employee of the third-party disposal company. Thethree lawsuits were administratively consolidated and are collectively referred to as the US Ecology case.

In January 2025, a final settlement was agreed upon related to the US Ecology case and is covered in full by insurance with payment made in February 2025. As of December 31, 2024, the Company recorded a liability for the settlement in other current assets and recognized a gain contingency related to the insurance payout receivable. Based on the terms of the insurance policy and communications with the insurer, management determined that the receipt of the claim proceeds was virtually assured and therefore recorded an asset in other receivables as of December 31, 2024.

In December 2023, it was established that any potential liability arising from the lawsuits and reasonable defense costs related to the US Ecology case are covered by insurance. The Company recognized $7.7 million in 2024, in relation to these costs previously incurred by the Company, of which $5.8 million cash has been received in 2024 and a final $1.9 million has been received post year-end and included within accounts receivable and other receivables as of December 31, 2024.