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LUXFER HOLDINGS PLC

For the period ended Dec 31, 2025. Filed Feb 24, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 24, 2026

LXFR$17.32+0.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-K

Period ended 2024-12-31; filed 2025-02-25.

0001096056-25-000015

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-K

Period ended 2025-12-31; filed 2026-02-24.

0001096056-26-000015

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 201 previous paragraphs and 198 current paragraphs.

104 unchanged; 46 reworded; 48 added; 50 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 12 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (48)

Current report

•Focus on navigating near-term uncertainties while maintaining strategic discipline for long-term growth;

Current report

•Completion of recently launched centers of excellence programs involving footprint optimization, manufacturing excellence through automation and margin improvement;

Current report

•Navigating market volatility, tariffs and wider impact from these, including alternative sourcing arrangements for rare earth materials;

Current report

•Continued evaluation of strategic alternatives in response to the strategic review concluded in 2024.

Current report

Adjusting for foreign exchange tailwinds of $3.0 million (2024: tailwind of $1.7 million), and excluding Graphic Arts sales of $13.4 million (2024: $29.6 million) consolidated net sales have increased by $5.9 million or 1.6% in 2025 from 2024. Lower volumes and unfavorable mix reduced sales by $0.5 million, more than offset by $6.4 million from the pass-through of price increases.

Current report

•Strong sales of Meals Ready to Eat (MREs) and Unitized Group Rations (UGR-E);

Current report

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

Current report

•Higher demand for cylinders used in aerospace and space exploration projects.

Current report

•Significant reduction in Alternative Fuel cylinder sales, as well as those used for SCBA and medical purposes; and

Current report

•Decrease in sales of zirconium powders, specifically those used for automotive catalysis.

Current report

Excluding Graphic Arts there was a 0.8 percentage point increase in gross profit as a percentage of sales in 2025 from 2024. 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.

Current report

Excluding Graphic Arts, SG&A costs as a percentage of sales have increased by 0.5 percentage points in 2025 from 2024.

Current report

As part of this initiative, we recognized impairment charges of $3.8 million related to property, plant and equipment in accordance with ASC 360, and $1.9 million related to right-of-use assets from operating leases in accordance with ASC 842, which applies the long-lived asset impairment model in ASC 360. The impairments were triggered by a strategic decision to relocate operations, resulting in the affected assets no longer being used for their originally intended period. Asset impairments of $0.8 million were recognized in relation to inventory to reflect inventory no longer recoverable as part of the relocation.

Current report

The remaining $2.5 million restructuring charge related to severance and other costs.

Current report

On July 2, 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.

Current report

The Company recognized a net loss on held-for-sale asset group of $1.9 million. Additional costs of $0.1 million represent professional fees incurred prior to the completion of the disposal of the Graphic Arts business.

Current report

In 2025, other costs of $0.8 million relate to fees incurred in relation the Company’s ongoing strategic review.

Current report

The 10.1 percentage point increase in the effective tax rate in 2025 from 2024 was primarily due to difference of basis in accounting and state taxes.

Current report

•Gains in sales of aerospace cylinders, which serve commercial aircraft and space exploration programs.

Current report

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

Current report

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

Current report

•Continued recovery in sales of magnesium aerospace alloys; and

Current report

•Decrease in sales of zirconium powders for both commercial and defense use; and

Current report

The 3.2 percentage point decrease in adjusted EBITA for Elektron as a percentage of net sales in 2025 from 2024 is the result of adverse price and a foreign exchange headwind.

Current report

On July 2, 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 $1.9 million in 2025.

Current report

On July 2, 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, with net proceeds of $2.9 million being received in 2025.

Showing the first 40 of 48 passages. Open the source sections for the rest.

Removed paragraphs (50)

Previous report

•our ability to execute our strategic review, including our Graphic Arts business, to safeguard margins and reduce costs;

Previous report

Macro-economic conditions have continued to impact our general industrial end-market with demand remaining soft for products across all segments. We have also experienced variability of demand for certain products in our defense, first response & healthcare end-market, particularly defense applications, including countermeasure flares and flameless ration heaters, although we have seen this improve in the second half of the year. We have been able to navigate these challenges through productivity and cost management initiatives resulting in improved margins. Legal recoveries and effective working capital management contributed to excellent cash conversion and significantly reduced net debt levels.

Previous report

While the outlook remains uncertain there are some signs of recovery within the industrial and defense end markets within our Elektron segment, which we are well-placed to capitalize on.

Previous report

•Addressing continuing general macro uncertainty and building resilience into the outlook;

Previous report

•Ongoing focus on cost control and productivity improvements across the business to drive margin improvement, as well as new product launches to stimulate top line growth;

Previous report

•Execution of actions identified upon completion of the previously announced expanded and accelerated strategic review, including the divestiture of Graphic Arts and Superform U.S.;

Previous report

•Further improvements in ESG standing through focus on sustainability and on our values of teamworking and accountability; and

Previous report

Adjusting for foreign exchange tailwinds of $1.7 million (2023: $0.3 million), consolidated net sales have decreased by 3.6% in 2024 from 2023. The adverse impact of volume and mix has accounted for a $16.0 million reduction in sales, while the passing through of price increases has slightly offset this decrease by $1.2 million.

Previous report

•Significant decrease in demand for zirconium products, particularly those used in automotive catalysis products;

Previous report

•Lower sales of both commercial and defense aerospace alloys;

Previous report

•Reductions in sales of chemical response kits following increased activity in the prior year clearing order backlogs;

Previous report

•Lower sales for Alternative Fuel cylinders following lower demand in North America; and

Previous report

•Increased sales of flameless ration heaters for meals ready to eat (MRE) and of our new unitized ration product ("UGR-E") ;

Previous report

•Strong sales of magnesium alloys, particularly those used in automotive applications; and

Previous report

•Stronger demand for SCBA cylinders as well as cylinders used in aerospace applications.

Previous report

The 3.0 percentage point increase in gross profit as a percentage of sales in 2024 from 2023 was primarily the result of contract renegotiation and manufacturing efficiencies having a positive impact on margins within the Gas Cylinders and Elektron Divisions respectively. This has been partially offset by adverse volume and mix.

Previous report

SG&A costs as a percentage of sales are relatively flat, having increased by 0.3 percentage points in 2024 from 2023. SG&A costs in 2023 included $5.9 million of legal costs in the Elektron Division. This activity relates to the legal case described in Note 22.

Previous report

•$1.9 million of asset impairments and $1.8 million asset relocation, restructuring and other costs in relation to the rationalization of our North American Gas Cylinders businesses to reduce our fixed cost base;

Previous report

•$0.1 million gain on disposal of Luxfer Gas Cylinders France site, offset by $0.9 million of costs incurred in relation to its closure; and

Previous report

•$0.2 million of waste clean up costs in the Elektron division in relation to the consolidation of production facilities in the Magnesium Powders operations.

Previous report

The $12.7 million impairment charges incurred in 2023 arose from fully writing down property, plant and equipment and right of use assets from operating leases within our Graphic Arts division as a result of our annual impairment and strategic review.

Previous report

The defined benefit pension charge of $7.6 million in 2023, was predominantly the result of the sale of the U.S. pension plan liability to an insurer. There was a $9.0 million charge in relation to the sale, which included $2.1 million cash and $6.9 million in relation to the derecognition of the U.S. pension liability and reallocation of accumulated actuarial losses from other comprehensive income. An additional $0.3 million of interest cost was recognized in relation to the U.S. plan in the year. The 2023 charge was partially offset by a $1.7 million credit on the U.K. plan as expected return on assets outweighed the interest cost and net actuarial loss. This is consistent with the current year.

Previous report

The 42.3 percentage point decrease in the effective tax rate in 2024 from 2023 was primarily due to non-deductible expenses and deferred tax credit, predominantly in relation to the previously mentioned pension buy-out and impairment charges.

Previous report

In 2023, the Graphic Arts reporting segment was disaggregated from the Elektron segment and in 2024 and 2023 is being reported separately as the Graphic Arts segment. The Elektron segment's results for 2022 have been adjusted to strip out Graphic Arts' results.

Previous report

•Price increases throughout the segment as contracts are renegotiated; and

Previous report

•Increased volumes of our medical and aerospace cylinders.

Previous report

•Significant decrease in demand for zirconium products, particularly those used in automotive catalysis products;

Previous report

•Lower sales of both commercial and defense aerospace alloys; and

Previous report

•Reductions in chemical response kit and commercial magnesium powder sales.

Previous report

•Increased sales of flameless ration heaters for meals ready to eat (MRE) and of our new unitized ration product ("UGR-E") ;

Previous report

•Strong sales of magnesium alloys, particularly those used in automotive applications;

Showing the first 40 of 50 passages. Open the source sections for the rest.

Reworded paragraphs (46)

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

Luxfer Holdings PLC ("Luxfer," "the Company," "we," "our") 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.

Current wording

Luxfer Holdings PLC ("Luxfer," "the Company," "we," "our") 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 specialty industrial applications.

Previous wording

•Execution of selected capital investment projects to support our strategy of profitable growth while maintaining our infrastructure;

Current wording

•Execution of select capital investment projects to support our strategy of profitable growth while improving our infrastructure;

Previous wording

•Continued emphasis on operating cash generation and maintaining strong working capital performance;

Current wording

•Continued emphasis on operating cash generation and maintaining strong working capital performance; and

Previous wording

•Focus on recruiting, developing and maintaining talent, while driving a high-performance culture.

Current wording

•Focus on recruiting, developing, maintaining talent, and driving a high-performance culture.

Previous wording

While sales in our General Industrial and Transportation end markets have decreased by 9.2% and 5.7% respectively, our sales in our Defense, First Response and Healthcare end market have increased by 2.7%.

Current wording

Excluding Graphic Arts, sales in our Specialty Industrial and Defense, First Response and Healthcare end market have increased by 11.9% and 2.9% respectively, whilst our sales in our Transportation end market have decreased by 4.8%.

Previous wording

Research and development costs as a percentage of sales remained flat in 2024 when compared to 2023 the overall spend of $4.4 million continues to show our commitment to new product development.

Current wording

Excluding Graphic Arts, research and development costs as a percentage of sales remained flat in 2025 from 2024.

Current wording

The $9.0 million restructuring charges in 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 magnesium powders businesses. We ceased manufacturing at our Pomona, California facility in December 2025.

Previous wording

In 2024 acquisition and disposal related costs of $12.2 million were incurred in relation to the divestiture of our Graphic Arts segment. $9.8 million represents a loss on held-for-sale asset group to reflect its fair value and $2.4 million represents professional fees. No acquisition and disposal related costs were incurred during 2023.

Current wording

In 2024 disposal related costs of $12.2 million were incurred in relation to the divestiture of our Graphic Arts segment. $9.8 million represents a loss on held-for-sale asset group to reflect its fair value at that time and $2.4 million represents professional fees.

Previous wording

Other Income of $7.7 million in 2024 relates to the recovery of legal costs from our insurer related to the previously disclosed US Ecology case, (see Note 22). Historically the legal costs relating to this case were in selling, general and administrative expenses. There was no other income in 2023.

Current wording

Other Income of $7.7 million in 2024 relates to the recovery of legal costs from our insurer related to the previously disclosed US Ecology case, (see Note 20). Historically the legal costs relating to this case were in selling, general and administrative expenses.

Previous wording

The $6.1 million gain on disposal recognized in 2024 was 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. There was no gain on disposal of assets held for sale in 2023.

Current wording

The $6.1 million gain on disposal recognized in 2024 was 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.

Previous wording

Net interest expense of $5.2 million in 2024 decreasing from $6.3 million in 2023 primarily due to the lower average drawings on the revolving credit facility.

Current wording

Net interest expense of $3.1 million in 2025 decreased from $5.2 million in 2024 primarily due to the lower average drawings on the revolving credit facility.

Previous wording

The defined benefit pension credit of $1.6 million in 2024, is in relation to the U.K. plan.

Current wording

The defined benefit pension credit of $1.3 million in 2025 relates to the U.K. plan and was broadly consistent with the $1.6 million credit recognized 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) / expense, 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) / expense, adjusted earnings per share, adjusted EBITA and adjusted EBITDA excluding legal cost (recovery) / expense 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) / expense 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, we believe that given the expectation that 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 for other Income of $7.7 million in 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 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 for other income of $7.7 million in 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 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

The summary that follows provides a discussion of the results of operations of each of our three reportable segments (Gas Cylinders, Elektron and Graphic Arts). The three segments comprise various product offerings that serve multiple end-markets.

Current wording

The summary that follows provides a discussion of the results of operations of each of our three reportable segments during the year (Gas Cylinders, Elektron and Graphic Arts). The Graphic Arts business was sold on July 2, 2025. These segments comprise various product offerings that serve multiple end-markets.

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, other 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 ITEM 8, Note 18. 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 ITEM 8, Note 18. 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 0.1% decrease in Gas Cylinders sales in 2024 from 2023 was primarily the result of:

Current wording

The 6.2% decrease in Gas Cylinders sales in 2025 from 2024 was primarily the result of:

Previous wording

The 1.0 percentage point increase in adjusted EBITA for Gas Cylinders as a percentage of net sales in 2024 from 2023 is predominantly the result of pricing improvements from new sales contracts partially offset by adverse sales mix and volume.

Current wording

The 1.1 percentage point decrease in adjusted EBITA for Gas Cylinders as a percentage of net sales in 2025 from 2024 is the result of adverse sales mix partially offset by price and a foreign exchange tailwind.

Previous wording

The 0.7 percentage point increase in adjusted EBITDA for Gas Cylinders as a percentage of net sales in 2024 from 2023 is predominantly the result of the increase in adjusted EBITA as a percentage of net sales.

Current wording

The 1.1 percentage point decrease in adjusted EBITDA for Gas Cylinders as a percentage of net sales in 2025 from 2024 is the result of the decrease in adjusted EBITA as a percentage of net sales.

Previous wording

The 5.9% decrease in Elektron sales in 2024 from 2023 was primarily the result of:

Current wording

The 11.6% increase in Elektron sales in 2025 from 2024 was primarily the result of:

Previous wording

The 8.2 percentage point increase in adjusted EBITDA for Elektron as a percentage of net sales in 2024 from 2023 was predominantly the result of the increase in adjusted EBITA as a percentage of net sales.

Current wording

The 3.6 percentage point decrease in adjusted EBITDA for Elektron as a percentage of net sales in 2025 from 2024 was predominantly the result of the decrease in adjusted EBITA as a percentage of net sales.

Previous wording

•hedging facilities used to manage our foreign exchange risks and aluminum purchase price risks.

Current wording

•hedging facilities used to manage our foreign exchange risks.

Previous wording

We believe that, in the long term, cash generated from our operations will be adequate to meet our anticipated requirements for working capital, capital expenditures and interest payments on our indebtedness. In the short term, we believe we have sufficient credit facilities to cover any variation in our cash flow generation. However, any major repayments of indebtedness will be dependent on our ability to raise alternative financing or to realize substantial returns from operational sales. Also, our ability to expand operations through sales development and capital expenditures could be constrained by the availability of liquidity, which, in turn, could impact the profitability of our operations.

Current wording

We believe that, in the long term, cash generated from our operations will be adequate to meet our anticipated requirements for working capital, capital expenditures and interest payments on our indebtedness. In the short term, we believe we have sufficient credit facilities to cover any variation in our cash flow generation. However, any major repayments of indebtedness will be dependent on our ability to raise alternative financing or to realize substantial returns from operational sales, in July 2025 we completed a refinance of our shelf facility, the terms of this remaining the same, with expiry now in July 2030. Our ability to expand operations through sales development and capital expenditures could be constrained by the availability of liquidity, which, in turn, could impact the profitability of our operations.

Previous wording

We have been in compliance with the covenants under the Loan Notes and the RCF throughout all of the quarterly measurement dates from and including September 30, 2011, to December 31, 2024.

Current wording

We have been in compliance with the covenants under the Loan Notes and the RCF throughout all of the quarterly measurement dates from and including September 30, 2011, to December 31, 2025. 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.

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 provided by operating activities was $51.1 million and $26.2 million in 2024 and 2023 respectively, which includes approximately $5.0 million and $3.6 million of cash spent on restructuring activities in those years. Cash was primarily related to the net income / loss from operating activities, net of the following non-cash items: depreciation and amortization; share-based compensation charges; pension credit / (charge); gain on disposal of held for sale assets; loss on held-for-sale asset group and net changes to assets and liabilities. Cash flow was impacted by the $5.8 million receipt arising from the reimbursement of legal costs in relation to the previously disclosed US Ecology case, whereas 2023 had an outflow of $5.9 million. Also impacting the 2023 cash flow was the $2.1 million contribution the Company made in relation to the sale of the U.S. pension plan to an insurer.

Current wording

Cash provided by operating activities was $34.0 million and $51.1 million in 2025 and 2024 respectively, which includes approximately $2.3 million and $5.0 million of cash spent on restructuring activities in those years. Cash was primarily related to the net income from operating activities, net of the following non-cash items: depreciation and amortization; share-based compensation charges; pension credit; gain on disposal of held for sale assets; loss on held-for-sale asset group and net changes to assets and liabilities. In 2025 and 2024 cash flow was positively impacted by the $1.9 million and $5.8 million, respectively, receipt arising from the reimbursement of legal costs in relation to the previously disclosed US Ecology case.

Previous wording

Net cash used for investing activities was $3.4 million in 2024, compared to $9.4 million in 2023. The following investing activities impacted our cash flow:

Current wording

Net cash used for investing activities was $4.9 million in 2025, compared to $3.4 million in 2024. The following investing activities impacted our cash flow:

Previous wording

Capital expenditures in 2024 was $10.3 million compared to $9.4 million in 2023. We anticipate capital expenditures for 2025 to be between $12 million and $15 million as we increase investment in order to grow the business.

Current wording

Capital expenditures in 2025 was $7.8 million compared to $10.3 million in 2024, with an additional $0.4 million purchasing intangible assets in 2024. We anticipate capital expenditures for 2026 to be between $15 million and $20 million.

Previous wording

A Senior Facilities Agreement was signed in October 2021, for more information see ITEM 8 Note 12.

Current wording

Our Senior Facilities Agreement was refinanced in July 2025, for more information see Note 12.

Previous wording

Structure. At December 31, 2024 the Senior Facilities Agreement provided $125 million of committed debt facilities in the form of a multi-currency (GBP sterling, U.S. dollars or euros) RCF and an additional $25 million of uncommitted facilities through an accordion clause. The facilities mature in October 2026. As of December 31, 2024, we had drawn down $17.2 million under the Revolving Credit Facility (December 31, 2023: $43.1 million).

Current wording

Structure. At December 31, 2025 the Senior Facilities Agreement provided $125 million of committed debt facilities in the form of a multi-currency (GBP sterling, U.S. dollars or euros) RCF and an additional $25 million of uncommitted facilities through an accordion clause. The facilities mature in July 2030. As of December 31, 2025, we had drawn down $15.3 million under the Revolving Credit Facility (December 31, 2024: $17.2 million).

Previous wording

Availability. The facility is used for loans and overdrafts. Amounts unutilized under the RCF (or, if the case, under the revolving portion of the accordion) are allocated to ancillary facilities available under the Senior Facilities Agreement in connection with overdraft facilities, bilateral loan facilities and letter of credit facilities. As of December 31, 2024, we had drawn down $2.8 million under the ancillary facilities (December 31, 2023: $2.2 million). We may use amounts drawn under the RCF for our general corporate purposes and certain capital expenditures, as well as for the financing of permitted acquisitions and reorganizations. As of December 31, 2024, $107.8 million (net of $17.2 million drawn down) was available under the RCF. The last month in which we may draw funds from the RCF is September 2026.

Current wording

Availability. The facility is used for loans and overdrafts. Amounts unutilized under the RCF (or, if the case, under the revolving portion of the accordion) are allocated to ancillary facilities available under the Senior Facilities Agreement in connection with overdraft facilities, bilateral loan facilities and letter of credit facilities. As of December 31, 2025, we had drawn down $3.5 million under the ancillary facilities (December 31, 2024: $2.8 million). We may use amounts drawn under the RCF for our general corporate purposes and certain capital expenditures, as well as for the financing of permitted acquisitions and reorganizations. As of December 31, 2025, $109.7 million (net of $15.3 million drawn down) was available under the RCF. The last month in which we may draw funds from the RCF is June 2030.

Previous wording

The Company also had a separate (uncommitted) bonding facility for bank guarantees; denominated in GBP sterling totaling £0.5 million ($0.6 million) and £0.1 million ($0.2 million) was utilized at December 31, 2024.

Current wording

The Company also had a separate (uncommitted) bonding facility for bank guarantees; denominated in GBP sterling totaling £0.5 million ($0.7 million) and £0.1 million ($0.2 million) was utilized at December 31, 2025.

Previous wording

As of December 31, 2024, we had drawn down $17.2 million under the RCF (December 31, 2023: $43.1 million). A commitment fee is levied each quarter against any unutilized element of the RCF, excluding overdraft or ancillary facilities.

Current wording

As of December 31, 2025, we had drawn down $15.3 million under the RCF (December 31, 2024: $17.2 million). A commitment fee is levied each quarter against any unutilized element of the RCF, excluding overdraft or ancillary facilities.

Previous wording

We paid dividends in 2024 of $14.0 million (2023: $14.0 million), or $0.52 (2023: $0.52) per ordinary share.

Current wording

We paid dividends in 2025 of $13.9 million (2024: $14.0 million), or $0.52 per share in both years

Previous wording

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 purchase of new plant and equipment.

Current wording

At December 31, 2025, the Company had capital expenditure commitments of $2.2 million (2024: $0.5 million and 2023: $2.3 million) for the purchase of new plant and equipment.

Previous wording

At December 31, 2024 and December 31, 2023 the Company had committed banking facilities of $125.0 million with an additional $25.0 million of uncommitted facilities through an accordion provision. Of these committed facilities, $17.2 million was drawn at December 31, 2024 ($43.1 million December 31, 2023). The banking facilities expire in October 2026.

Current wording

At December 31, 2025 and December 31, 2024 the Company had committed banking facilities of $125.0 million with an additional $25.0 million of uncommitted facilities through an accordion provision. Of these committed facilities, $15.3 million was drawn at December 31, 2025 ($17.2 million December 31, 2024). The banking facilities expire in October 2026.

Previous wording

In December 2023, it was established that any potential liability arising from the lawsuits and reasonable defense costs related to the US Ecology case (see Note 22) are covered by insurance. The Company recognized $7.7 million within other income 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 $1.9 million has been received post year end, included within accounts and other receivables.

Current wording

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 recovery of these costs previously incurred by the Company. $5.8 million cash was received in 2024 with a further $1.9 million received in 2025.

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Previous report — wording carried elsewhere

Luxfer 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.