LUXFER HOLDINGS PLC

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

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 period may not equal the earnings-per-share amount in total.

2 The loss per share for discontinued operations has not been diluted, since the incremental shares included in the weighted-average number of shares outstanding would have been anti-dilutive.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) / INCOME (UNAUDITED)

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Basis of Presentation and Responsibility for interim Financial Statements

We prepared the accompanying unaudited condensed consolidated financial statements of Luxfer Holdings PLC and all wholly-owned, majority owned or otherwise controlled subsidiaries on the same basis as our annual audited financial statements. We condensed or omitted certain information and footnote disclosures normally included in our annual audited financial statements, which we prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP).

Our quarterly financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024. As used in this report, the terms "we," "us," "our," "Luxfer" and "the Company" mean Luxfer Holdings PLC and its subsidiaries, unless the context indicates another meaning.

In the opinion of management, our financial statements reflect all adjustments, which are only of a normal recurring nature, necessary for the fair statement of financial statements for interim periods in accordance with U.S. GAAP and with the instructions to Form 10-Q in Article 10 of Securities and Exchange Commission (SEC) Regulation S-X.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of our financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates, and any such differences may be material to our financial statements.

Our fiscal year ends on December 31. We report our interim quarterly periods on a 13-week quarter basis, ending on a Sunday. The Third Quarter 2025, ended on September 28, 2025, and the Third Quarter 2024, ended on September 29, 2024.

Accounting standards issued but not yet effective

In July 2025, the FASB issued ASU 2025-03, which addresses challenges encountered when applying the guidance in Topic 326, Financial Instruments - Credit Losses, to current accounts receivable arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers. In September 2025, the FASB also issued ASU 2025-06, which modernized the accounting for software costs that are accounted for under Subtopic 350-40, Intangibles - Goodwill and Other - Internal-Use Software. Neither of these amendments are expected to give rise to a material change in our statement of income or financial position.

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 will adopt the standard beginning with our annual reporting for the year ending December 31, 2027.

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. Earnings per share

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

Basic and diluted earnings per share were calculated as follows:

(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 period may not equal the earnings-per-share amount in total.

In the first nine months of 2025 and 2024, basic average shares outstanding and diluted average shares outstanding were the same for discontinued operations because the effect of potential shares of common stock was anti-dilutive since the Company generated a net loss from discontinued operations.

3. Net Sales

Disaggregated sales disclosures for the third quarter and the first nine months of the year ended September 28, 2025, and September 29, 2024, are included below and in Note 15, Segmental Information.

The Company’s performance obligations are satisfied at a point in time. With the reclassification 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 are included within current assets and liabilities held-for-sale.

4. Restructuring

The $3.5 million and $5.6 million restructuring charge in the third quarter and first nine months, respectively, of 2025 predominantly relates to costs aimed at reducing our fixed cost structure and generating savings through enhanced operational alignment, in particular to centralize our North American Gas Cylinders and Elektron divisions.

As part of this initiative, we recognized an accelerated depreciation charge of $2.1 million and $3.8 million related to property, plant and equipment in the third quarter and first nine months of 2025, respectively, in accordance with ASC 360. These charges were triggered by a strategic decision to relocate operations, resulting in the affected assets no longer being utilized over their originally estimated useful lives. We also recognized $0.2 million of inventory impairments during the third quarter and first nine months of 2025 to reflect inventory that is no longer recoverable as part of the relocation.

In addition, we recognized $1.2 million and $1.6 million of severance and other restructuring-related costs in the third quarter and first nine months of 2025, respectively, associated with workforce reductions and other costs incurred in connection with the restructuring activities.

The $0.5 million and $2.3 million restructuring charge in the third quarter and first nine months, respectively, of 2024 predominantly related to continued costs aimed at reducing our fixed cost structure and realigning our business.

4. Restructuring (continued)

Restructuring-related costs by reportable segment were as follows:

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

5. Disposal related costs

The $1.1 million loss on held-for-sale asset group in the third quarter and first nine months of 2025 relates to the disposal of our Graphic Arts business. A reconciliation of this loss is disclosed within Note 12 - Held-for-sale Assets and Liabilities.

Disposal related costs of $0.1 million in the first nine months of 2025, represented professional fees incurred in relation to our ongoing strategic review.

The $7.5 million loss on held-for-sale asset group in the first nine months of 2024 related to the Graphic Arts' assets which were revalued to the expected consideration the Company will receive.

Disposal-related costs of $0.1 million and $2.0 million in the third quarter and first nine months of 2024, respectively, represented professional fees incurred and accrued in relation to the divestiture of the Graphic Arts segment.

6. 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 US Ecology case were covered by insurance. The Company recognized $1.9 million and $7.2 million in the third quarter and first nine months, respectively, of 2024, in relation to these costs previously incurred by the Company. $5.3 million cash was received in the first nine months of 2024 with a further $1.9 million accrued at September 2024.

7. Income Taxes

We manage our affairs so that we are centrally managed and controlled in the United Kingdom (“U.K.”) and therefore have our tax residency in the U.K. The provision for income taxes consists of provisions for the U.K. and international income taxes. We operate in an international environment with operations in various locations outside the U.K. Accordingly, the consolidated income tax rate is a composite rate reflecting the earnings in the various locations and the applicable rates.

The effective income tax rate on continuing operations for the first nine months ended September 28, 2025, was a 35.3% tax charge compared to a 34.2% tax charge for the first nine months ended September 29, 2024. In 2025 the rate was impacted by non-deductible expenses and accelerated depreciation charges, in 2024, the rate was impacted by non-deductible expenses, the gain/loss on held-for-sale asset group and accelerated depreciation charges. On July 4, 2025, the One Big Beautiful Bill Act was enacted into law. The Company has evaluated the potential impact of this legislation and expects it to result primarily in a timing difference, with no material effect on the Company’s overall tax expense.

8. Supplementary balance sheet information

9. Goodwill and other identifiable intangible assets

Changes in goodwill during the first nine months ended September 28, 2025, were as follows:

Accumulated goodwill impairment losses in relation to continuing activities were $8.0 million as of September 28, 2025 and December 31, 2024.

Identifiable intangible assets consisted of the following:

Identifiable intangible asset amortization expense was $0.6 million for the first nine months of 2025 and 2024.

Intangible asset amortization expense during each of the following five years is expected to be approximately $0.8 million per year.

10. Debt

Debt outstanding was as follows:

The weighted-average interest rate on the revolving credit facility was 6.40% for the first nine months of the year and 7.50% for the full-year 2024.

10. Debt (continued)

Loan notes due and shelf facility

The Note Purchase Agreement and Private Shelf Agreement requires us to maintain compliance with a minimum interest coverage ratio and a leverage ratio. We have been in compliance with the covenants under the Note Purchase and Private Shelf Agreement throughout all of the quarterly measurement dates from and including September 30, 2014, to September 28, 2025.

The Loan Notes due June 29, 2026, the Shelf Facility and the Note Purchase and Private Shelf Agreement are governed by the law of the State of New York. In July 2025 we completed a refinance of our shelf facility, the terms of this remaining the same, with expiry now in July 2030 as opposed to October 2026.

Senior Facilities Agreement

During the first nine months of 2025, we drew down net $0.9 million on the Revolving Credit Facility and the balance outstanding at September 28, 2025, was $19.2 million, and at December 31, 2024, was $17.2 million, with $105.8 million undrawn at September 28, 2025 and $107.8 million undrawn at December 31,2024.

Bank Overdraft

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.

11. 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.

The assets and liabilities of the Superform business have been presented within Current assets held-for-sale and Current liabilities held-for-sale in the Consolidated Balance Sheets at September 28, 2025 and December 31, 2024.

Results of discontinued operations in the third quarter and first nine months of 2025 and 2024 were as follows:

In the first nine months of 2025 the Company recognized a $2.8 million loss on held-for-sale asset group relating to Superform assets. The loss reflects an adjustment to bring the carrying amount in line with its estimated fair value less costs to sell, in accordance with ASC 360, due to revised expectations regarding the sale.

The fair value measurement was determined using a nonrecurring fair value approach under ASC 820. As the asset group is not traded in an active market, the Company applied a market approach, estimating fair value based on recent transactions involving comparable businesses of a similar size and industry profile. This fair value measurement is classified as Level 3 within the fair value hierarchy.

11. Discontinued Operations (continued)

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

There was $0.2 m of capital expenditure in the first nine months of 2025 (2024: $0.1 m), there wasno depreciation and amortization.

The significant non-cash items in discontinued operations include a $2.8 million loss on held-for-sale asset group in the first nine months of 2025, there were impairments of $1.4 million, $1.2 million, and $0.2 million related to inventory, right-of-use assets and property, plant and equipment, respectively, as well as a $0.2 million share-based compensation charge recognized in the third quarter and first nine months of 2025.

12. 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:

12. Held-for-sale assets and liabilities (continued)

As a result of the Company’s strategic review process announced in October 2023, the Company concluded that its Graphic Arts business no longer aligned with the Company’s overall business and value proposition.

On July 02, 2025, the Company completed the divesture of its Graphic Arts business to Vulcan Metals Specialty Products, Inc., a newly created affiliate of TerraMar Capital LLC. Graphic Arts was previously reported as a separate operating segment under ASC 280. Following the disposal, Graphic Arts will no longer be presented as a reportable segment. The Company recognized a net loss on held-for-sale asset group of $1.1 million, in the third quarter and first nine months of 2025. The consideration and loss on disposal was calculated as follows:

The loss on disposal of $1.1 million has been recognized within disposal related costs in the Condensed Consolidated Statements of Income. The working capital adjustment reflects cash received prior to the divestiture, resulting in a reduction of the consideration paid by Vulcan Metals Specialty Products, Inc.

The carrying amounts of the assets and liabilities of Graphic Arts at the date of disposal were as follows:

Confirmation of the final working capital balance remains outstanding at October 28, 2025, and as a result the working capital adjustment may be subject to change, this is expected to be finalized by December 31, 2025. Depending on the outcome, the final loss on disposal may differ from the amount currently recognized.

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

In the third quarter and first nine months of 2024, the Company recognized a $6.1 m gain on disposal of assets in relation to the sale of previously disclosed held-for-sale land and buildings in our Elektron division, net consideration of $7.3 million was received in the fourth quarter of 2024.

13. Share Plans

Total share-based compensation expense in the third quarter and first nine months of 2025 and 2024 was as follows:

In March 2025, we issued our annual share-based compensation grants under the Luxfer Holdings PLC Long Term Umbrella Incentive Plan. The total number of awards issued was approximately 135,000 and the weighted average fair value of options granted in 2025 was estimated to be $12.13 per share.

In June 2025, we issued our annual share-based compensation grants under the Luxfer Holdings PLC Non Executive Directors' Equity Incentive Plan. The total number of awards issued was approximately 45,000 and the weighted average fair value of options granted was estimated to be $11.46 per share.

The following table illustrates the assumptions used in deriving the fair value of share options granted during 2025 and the year-ended December 31, 2024:

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.

14. Shareholders' Equity

Dividends paid and proposed

15. Segmental 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 hasfour identified business units following the divestiture of Luxfer Graphic Arts, which aggregate intotwo 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. Prior to its divestiture, an additional business unit, Luxfer Graphic Arts formed 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, aerospace and space exploration and specialty 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 provided 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 were manufactured for computer numerical control ('CNC') engraving. The segment also advised 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 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; disposal costs; gain on disposal of assets held for sale/property, plant and equipment; defined benefit credit/charge, interest expense, net 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 in the third quarter and first nine months of 2025 and 2024 were as follows:

In the third quarter of 2025 there wereno sales made between our segments (2024: $0.1 million sales between our Elektron segment and Graphic Arts segment).

During the first nine months of 2025 there were $0.1 million sales made between our Elektron segment and Graphic Arts segment (2024: $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.

The following tables present certain geographic information by geographic region for the first nine months and Third Quarter ended September 28, 2025, and September 29, 2024:

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

(2) Other includes South America, Latin America the Middle East and Africa.

16. Commitments and Contingencies

Committed and uncommitted banking facilities

The Company had committed banking facilities of $125.0 million at September 28, 2025 and December 31, 2024. Of these committed facilities, $19.2 million was drawn at September 28, 2025 and $17.2 million at December 31, 2024. The Company also had an additional $25.0 million of uncommitted facilities through an accordion provision at September 28, 2025 and December 31, 2024.

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 $1.9 million and $7.2 million in the third quarter and first nine months, respectively, of 2024, in relation to recovery of these costs previously incurred by the Company. $5.3 million cash was received in the first nine months of 2024 with a further $1.9 million accrued at September 2024.

In January 2025, a final settlement was agreed upon related to the US Ecology case which was covered in full by the Company's insurance policy, with payment made in February 2025. As a result, the Company recorded a liability for the settlement in other current liabilities and recognized a gain contingency related to the insurance payout receivable in accounts and other receivables as at December 31, 2024, nil at September 28, 2025.

In April 2025, the Office of Defects Investigation (ODI) of the National Highway Traffic Safety Administration (NHTSA) opened a Preliminary Evaluation to investigate allegations of compressed natural gas (CNG) fuel leaks in certain CNG fuel systems, equipped with certain Luxfer Type 4 CNG fuel containers. Luxfer is fully co-operating with this Preliminary Evaluation, which has a range of potential outcomes, and at this stage Luxfer is not able to estimate the potential financial impact. Luxfer does not believe that this alleged issue poses an unreasonable risk to motor vehicle safety.

In July 2025, in accordance with the Luxfer Graphic Arts sale agreement, the Company has fully indemnified the purchaser for certain identified environmental matters relating to the Madison Illinois site, which we estimate will cost approximately $1 million to close out. Additionally, we have provided indemnification for any unidentified environmental matters that may have occurred between 2003 (the year of the original acquisition by Luxfer) and July 2025, capped at $10 million and / or 5 years.

17. Subsequent Events

Other than those disclosed elsewhere in the note to the financial statements, no material subsequent events to report.