LUXFER HOLDINGS PLC

Previous wording

•fluctuations in the cost and / or availability of raw materials, labor and energy, as well as our ability to pass on cost increases to customers;

Current wording

•fluctuations in the cost and / or availability of raw materials, including Chinese rare earths, labor and energy, as well as our ability to pass on cost increases to customers;

Previous wording

•regulatory, environmental, legislative and judicial developments; and • our intention to pay dividends.

Current wording

•regulatory, environmental, legislative and judicial developments; and

Previous wording

•Navigating market volatility, tariffs and wider impact from these;

Current wording

•Navigating market volatility, tariffs and wider impact from these, including securing alternative sources and processes for rare earth materials;

Previous wording

The consolidated results of operations for the second quarter of 2025 and 2024 of Luxfer were as follows:

Current wording

The consolidated results of operations for Luxfer in the third quarter of 2025 and 2024 were as follows:

Previous wording

The consolidated results of operations for the first six months of 2025 and 2024 of Luxfer were as follows:

Current wording

The consolidated results of operations for the first nine months of 2025 and 2024 of Luxfer were as follows:

Previous wording

•Recovery in sales of magnesium aerospace alloys;

Current wording

•Continued recovery in sales of magnesium aerospace alloys;

Previous wording

•Reduced sales of SCBA cylinders.

Current wording

•Higher sales of SCBA cylinders; and

Previous wording

•Continued softness in demand for Alternative Fuel ("AF") cylinders in both North America and Europe; and

Current wording

•Continued softness in demand for Alternative Fuel ("AF") cylinders in both North America and Europe.

Previous wording

The 1.0 and 1.2 percentage point increase in gross profit as a percentage of sales in the second quarter and first six months of 2025 from 2024 was primarily the result of positive sales mix and continued operational execution across end markets. 2025 has also benefited from contract resets, partially offset by raw material re-pricing in our Elektron division.

Current wording

Excluding Graphic Arts there was a 0.8 percentage point increase in gross profit as a percentage of sales in the third quarter and first nine months of 2025 from 2024, respectively. This increase was primarily the result of positive sales mix, pricing discipline and continued operational execution across end markets, partially offset by the impact of higher fixed costs in the Elektron division linked to increased volumes and infrastructure investment.

Previous wording

SG&A costs as a percentage of sales in 2025 from 2024 have increased by 0.7 percentage points and 0.4 percentage points in the quarter and first six months respectively.

Current wording

Excluding Graphic Arts, SG&A costs as a percentage of sales in 2025 from 2024 have increased by 0.4 percentage points and 0.6 percentage points in the quarter and first nine months respectively.

Previous wording

Research and development costs as a percentage of sales remained relatively flat in the second quarter and first six months of 2025 from 2024 respectively. The absolute expenditure fell by $0.1m in the first six months of 2025 from 2024.

Current wording

Excluding Graphic Arts, research and development costs as a percentage of sales remained flat in the third quarter and decreased 0.1 percentage point in the first nine months of 2025 from 2024 respectively.

Previous wording

Acquisition and disposal related costs of $0.1 million in the second quarter and first six months respectively of 2025 were incurred in relation to the divestiture of our Graphic Arts segment. In 2024, also relating to the divestiture of our Graphic Arts segment, costs of $9.2 million and $9.4 million in the second quarter and first six months respectively were incurred. $7.5 million represents a loss on held-for-sale asset group and $1.7 million and $1.9 million respectively, represents professional fees incurred and accrued.

Current wording

In the first nine months of 2024 a $7.5 million loss on held-for-sale asset group related to the Graphic Arts' assets was recognized within disposal related costs. Additionally, $0.1 million and $2.0 million in the third quarter and first nine months of 2024, respectively, was recognized, representing professional fees incurred and accrued in relation to the divestiture of the Graphic Arts segment.

Previous wording

Net interest expense of $0.9 million in the Second Quarter of 2025 decreased 30.8% from $1.3 million in the Second Quarter of 2024, due to a decrease in drawings. Interest expense of $1.7 million in the first six months of 2025 was also lower than the $2.7 million in the first six months of 2024.

Current wording

Net interest expense of $0.7 million in the Third Quarter of 2025 decreased 50.0% from $1.4 million in the Third Quarter of 2024, due to a decrease in drawings. Interest expense of $2.4 million in the first nine months of 2025 was also lower than the $4.1 million in the first nine months of 2024.

Previous wording

There was a defined benefit credit of $0.6 million and $1.2 million in the second quarter and first six months respectively for the U.K. plan, an improvement from 2024 as a result of the triennial valuation in 2024.

Current wording

There was a defined benefit credit of $0.6 million and $1.8 million in the third quarter and first nine months respectively for the U.K. plan, an improvement from 2024 as a result of the triennial valuation in 2024.

Previous wording

The movement in the year to date statutory effective tax rate from 63.1% in 2024, to 29.1% in 2025, was primarily due to non-deductible expenses, predominantly in relation to the previously mentioned loss on assets held for sale and accelerated depreciation charges. When stripping out the impact of this, as well as other less significant adjusting items, the adjusted effective tax rate has increased to 23.9% in 2025 from 23.7% in 2024.

Current wording

The movement in the year to date statutory effective tax rate from 34.2% in 2024, to 35.3% in 2025, was primarily due to non-deductible expenses, predominantly in relation to the previously mentioned (gain) / loss on assets held for sale and accelerated depreciation charges. When stripping out the impact of this, as well as other less significant adjusting items, the adjusted effective tax rate has increased to 23.5% in 2025 from 23.4% in 2024.

Previous wording

The following tables of non-GAAP summary financial data presents a reconciliation of net income from continuing operations and diluted earnings per ordinary share from continuing operations to adjusted net income from continuing operations, adjusted EBITA from continuing operations, adjusted income from continuing operations before income taxes, adjusted EBITDA from continuing operations, adjusted EBITDA excluding legal cost recovery, adjusted earnings per ordinary share from continuing operations, adjusted provision for income taxes and adjusted effective tax rate from continuing operations, for the periods presented, being the most comparable GAAP measures. Management believes that adjusted net income excluding legal cost recovery, adjusted earnings per share, adjusted EBITA and adjusted EBITDA excluding legal cost recovery are key performance indicators ("KPIs") used by the investment community and that such presentation will enhance an investor’s understanding of the Company's operational results. In addition, Luxfer's CEO and other senior management use these KPIs, among others, to evaluate business performance. However, investors should not consider adjusted net income from continuing operations, adjusted earnings per share from continuing operations, adjusted EBITA from continuing operations and adjusted EBITDA excluding legal cost (recovery) from continuing operations in isolation as an alternative to net income and earnings per share when evaluating Luxfer's operating performance or measuring Luxfer's profitability. In 2024, the Company initiated a process to divest the Graphic Arts business. While Graphic Arts does not meet the 'strategic shift' criteria outlined in ASC 205-20 for it to be classified as a discontinued operation, given that the divestiture will be completed in the current year, it is appropriate in the tables below to separate out the results of Graphic Arts in order to provide a more complete financial summary for the period. Similarly other income of $5.3 million in the first six months of 2024 relates to the recovery of legal costs from our insurer related to the previously disclosed US Ecology case, historically the legal costs relating to this case were in selling, general and administrative expenses, however the other income in the first six months of 2024 is separated due to its one-off nature and the recovery relating to several years. We believe separating the income and costs relating to this is also appropriate to provide a more complete financial summary for the period.

Current wording

The following tables of non-GAAP summary financial data presents a reconciliation of net income from continuing operations and diluted earnings per ordinary share from continuing operations to adjusted net income from continuing operations, adjusted EBITA from continuing operations, adjusted income from continuing operations before income taxes, adjusted EBITDA from continuing operations, adjusted EBITDA excluding legal cost recovery, adjusted earnings per ordinary share from continuing operations, adjusted provision for income taxes and adjusted effective tax rate from continuing operations, for the periods presented, being the most comparable GAAP measures. Management believes that adjusted net income excluding legal cost recovery, adjusted earnings per share, adjusted EBITA and adjusted EBITDA excluding legal cost recovery are key performance indicators ("KPIs") used by the investment community and that such presentation will enhance an investor’s understanding of the Company's operational results. In addition, Luxfer's CEO and other senior management use these KPIs, among others, to evaluate business performance. However, investors should not consider adjusted net income from continuing operations, adjusted earnings per share from continuing operations, adjusted EBITA from continuing operations and adjusted EBITDA excluding legal cost (recovery) from continuing operations in isolation as an alternative to net income and earnings per share when evaluating Luxfer's operating performance or measuring Luxfer's profitability. In 2024, the Company initiated a process to divest the Graphic Arts business which was concluded in July 2025. While Graphic Arts did not meet the 'strategic shift' criteria outlined in ASC 205-20 for it to be classified as a discontinued operation, management believed it is appropriate in the tables below to separate out the results of Graphic Arts in order to provide a more complete financial summary for the period. Similarly other income of $7.2 million in the first nine months of 2024 relates to the recovery of legal costs from our insurer related to the previously disclosed US Ecology case, historically the legal costs relating to this case were in selling, general and administrative expenses, however the other income in the first nine months of 2024 is separated due to its one-off nature and the recovery relating to several years. We believe separating the income and costs relating to this is also appropriate to provide a more complete financial summary for the period.

Previous wording

Adjusted EBITA, which is our segment income metric, represents net income from continuing operations adjusted for share-based compensation charges, restructuring charges, impairment charges, acquisitions and disposals costs, net interest expenses, defined benefits pension credit, provision for taxes and amortization. A reconciliation to pre-tax income can be found in Note 15 to the condensed consolidated financial statements. Adjusted EBITDA, as shown below, represents adjusted EBITA less depreciation. Management believes that adjusted EBITA and adjusted EBITDA are key performance indicators ("KPIs") used by the investment community and that such presentation will enhance an investor’s understanding of the Company's operational results. Adjusted EBITDA is reconciled to adjusted EBITA above.

Current wording

Adjusted EBITA, which is our segment income metric, represents net income from continuing operations adjusted for share-based compensation charges, restructuring charges, impairment charges, disposal costs, loss / (gain) on disposal of assets held-for-sale, net interest expenses, defined benefits pension credit, provision for taxes and amortization. A reconciliation to pre-tax income can be found in Note 15 to the condensed consolidated financial statements. Adjusted EBITDA, as shown below, represents adjusted EBITA less depreciation. Management believes that adjusted EBITA and adjusted EBITDA are key performance indicators ("KPIs") used by the investment community and that such presentation will enhance an investor’s understanding of the Company's operational results. Adjusted EBITDA is reconciled to adjusted EBITA above.

Previous wording

The 5.6% and 7.5% decrease in Gas Cylinders sales in the second quarter and first six months of 2025 from 2024 was primarily the result of:

Current wording

The 0.7% and 4.9% increase and decrease in Gas Cylinders sales in the third quarter and first nine months of 2025 from 2024, respectively, was primarily the result of:

Previous wording

•Continued softness in demand for Alternative Fuel ("AF") cylinder sales in both North America and Europe;

Current wording

These decreases were partially offset by continued softness in demand for Alternative Fuel ("AF") cylinders in both North America and Europe.

Previous wording

Further to the above, the first six months of the year were also affected by lower sales of automotive catalysis materials.

Current wording

Further to the above, the first nine months of the year were also affected by lower sales of medical cylinders, offset by gains in sales of aerospace cylinders, which serve space exploration programs.

Previous wording

The 0.5 percentage point increase in adjusted EBITA for Gas Cylinders as a percentage of net sales in the second quarter of 2025 relative to 2024 is predominantly the result of pricing discipline and cost control. For the first six months there has been a 1.1 percentage point decrease in adjusted EBITA, predominantly the result of adverse sales mix partially offset by price and a foreign exchange tailwind.

Current wording

The 2.2 percentage point decrease in adjusted EBITA for Gas Cylinders as a percentage of net sales in the third quarter of 2025 relative to 2024 is predominantly the result of weaker sales mix. For the first nine months there has been a 1.4 percentage point decrease in adjusted EBITA, also the result of adverse sales mix partially offset by price and a foreign exchange tailwind.

Previous wording

Depreciation for the second quarter and first six months of 2025 has been flat compared to 2024, meaning the movement in adjusted EBITDA is for the same reasons as the movement in adjusted EBITA

Current wording

Depreciation for the third quarter and first nine months of 2025 has been flat compared to 2024, meaning the movement in adjusted EBITDA is for the same reasons as the movement in adjusted EBITA

Previous wording

The 19.3% increase in Elektron sales in the second quarter of 2025 from 2024 was primarily the result of:

Current wording

The 2.5% increase in Elektron sales in the third quarter of 2025 from 2024 was primarily the result of:

Previous wording

•Increase in sales of magnesium powders for both commercial and defense use;

Current wording

•Significant increase in sales of Meals Ready to Eat ("MREs") and Unitized Group Rations "(UGR-E");

Previous wording

•Recovery in sales of magnesium aerospace alloys; and

Current wording

•Continued recovery in sales of magnesium aerospace alloys; and

Previous wording

Further to the above the 24.8% increase in the first six months of the year were also affected by lower sales of automotive catalysis materials.

Current wording

Further to the above the 16.3% increase in the first nine months of the year were also affected by lower sales of automotive catalysis materials offset by an increase in sales of magnesium powders for both commercial and defense use.

Previous wording

Excluding the $5.1 million and $5.3 million net recovery of historic legal costs in the second quarter and first 6 months of 2024, adjusted EBITA as a percentage of net sales increased by 1.3 and 1.7 percentage points in 2025 when compared to 2024. This was driven by favorable product mix, and continued operational execution across end markets.

Current wording

Excluding the $1.9 million and $7.2 million net recovery of historic legal costs in the third quarter and first nine months of 2024, adjusted EBITA as a percentage of net sales increased by 1.6 percentage points in 2025 when compared to 2024 for both periods. This was driven by favorable product mix and continued cost discipline.

Previous wording

Luxfer conducts all of its operations through its subsidiaries, joint ventures and affiliates. Accordingly, Luxfer's main cash source is dividends from its subsidiaries. The ability of each subsidiary to make distributions depends on the funds that a subsidiary receives from its operations in excess of the funds necessary for its operations, obligations or other business plans. We have not historically experienced any material impediment to these distributions, and we do not expect any local legal or regulatory regimes to have any impact on our ability to meet our liquidity requirements in the future. In addition, since our subsidiaries are wholly-owned, our claims will generally rank junior to all other obligations of the subsidiaries. If our operating subsidiaries are unable to make distributions, our growth may slow, unless we are able to obtain additional debt or equity financing. In the event of a subsidiary's liquidation, there may not be assets sufficient for us to recoup our investment in the subsidiary.

Current wording

Luxfer conducts all of its operations through its subsidiaries and joint ventures. Accordingly, Luxfer's main cash source is dividends from its subsidiaries. The ability of each subsidiary to make distributions depends on the funds that a subsidiary receives from its operations in excess of the funds necessary for its operations, obligations or other business plans. We have not historically experienced any material impediment to these distributions, and we do not expect any local legal or regulatory regimes to have any impact on our ability to meet our liquidity requirements in the future. In addition, since our subsidiaries are wholly-owned, our claims will generally rank junior to all other obligations of the subsidiaries. If our operating subsidiaries are unable to make distributions, our growth may slow, unless we are able to obtain additional debt or equity financing. In the event of a subsidiary's liquidation, there may not be assets sufficient for us to recoup our investment in the subsidiary.

Previous wording

Cash generated by operating activities was $6.4 million inflow and $12.5 million inflow for the first six months in 2025 and 2024 respectively. It was primarily related to net income from operating activities, net decreases in working capital, and net of the following non-cash items: depreciation and amortization; share-based compensation charges; pension credit; loss on held-for-sale asset group and net changes to assets and liabilities. Cash flow in 2024 was impacted by the $4.5 million receipt arising from the reimbursement of legal costs in relation to the previously disclosed US Ecology case.

Current wording

Cash generated by operating activities was $18.2 million inflow and $25.4 million inflow for the first nine months in 2025 and 2024 respectively. It was primarily related to net income from operating activities, net decreases in working capital, and net of the following non-cash items: depreciation and amortization; share-based compensation charges; pension credit; loss / (gain) on held-for-sale assets and net changes to assets and liabilities. Cash flow in 2024 was impacted by the $5.3 million receipt arising from the reimbursement of legal costs in relation to the previously disclosed US Ecology case.

Previous wording

Net cash used by investing activities was $3.1 million for the first six months of 2025, compared to net cash used by investing activities of $4.1 million in 2024, as a result of reduced capital expenditure in the quarter.

Current wording

Net cash used by investing activities was $0.3 million for the first nine months of 2025, compared to net cash used by investing activities of $7.7 million in 2024. Capital expenditure reduced by $2.7 million in the first nine months and net $4.3 million was received in relation to the previously mentioned divestiture of Graphic Arts.

Previous wording

In the first six months of 2025, net cash used by financing activities was $3.2 million, (2024: $6.3 million used by financing activities). We made a net drawdown on our banking facilities of $5.5 million, having drawn $4.9 million on our revolving credit facility and $0.6 million of short term debt (2024: $2.0 million drawdown). Dividend payments of $7.0 million (2024: $7.0 million), equating to $0.26 per ordinary share respectively and we paid out $0.6 million, (2024: $0.3 million) in settling share based compensation and $1.1 million, (2024: $1.0 million) in repurchasing our own shares as part of the share buyback program which equates to 90,000 shares (2024: 100,000 shares).

Current wording

In the first nine months of 2025, net cash used by financing activities was $16.2 million, (2024: $16.3 million used by financing activities). We made a net repayment on our banking facilities of $2.2 million, having drawn $0.9 million on our revolving credit facility and repaid $3.1 million of short term debt (2024: $3.8 million repayment). Dividend payments of $10.5 million (2024: $10.5 million), equating to $0.39 per ordinary share respectively and we paid out $0.7 million, (2024: $0.4 million) in settling share based compensation and $1.9 million, (2024: $1.6 million) in repurchasing our own shares as part of the share buyback program which equates to 155,000 shares (2024: 150,000 shares).

Previous wording

We paid year-to-date dividends in 2025 of $7.0 million and declared an additional $3.5 million after the quarter (2024: $7.0 million paid year-to-date and additional $3.5 million declared after the quarter).

Current wording

We paid year-to-date dividends in 2025 of $10.5 million and declared an additional $3.5 million after the quarter (2024: $10.5 million paid year-to-date and additional $3.5 million declared after the quarter).