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LUXFER HOLDINGS PLC

For the period ended Mar 29, 2026. Filed Apr 28, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 29, 2026 · Filed Apr 28, 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-Q

Period ended 2025-09-28; filed 2025-10-28.

0001096056-25-000069

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-29; filed 2026-04-28.

0001437749-26-013676

Item 2. 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 147 previous paragraphs and 82 current paragraphs.

52 unchanged; 19 reworded; 9 added; 73 removed; 3 previous and 2 current paragraphs rearranged.

Tables are not compared: 16 previous and 47 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 (9)

Current report

Item 2.** Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report

The $2.3 million restructuring charge in the First Quarter of 2026 relates to the continued execution of restructuring initiatives previously announced, aimed at reducing our fixed cost structure and enhancing operational alignment, including the centralization of our North American gas cylinders and magnesium powders businesses. These charges comprise $2.2 million within the Gas Cylinders segment and $0.1 million within the Elektron segment, primarily relating to follow-on costs associated with the cessation of manufacturing at our Pomona, California facility in December 2025, including equipment relocation, site reorganisation, employee stay incentives and site remediation activities, as well as minor shutdown costs associated with the magnesium powders business.

Current report

The defined benefit pension credit decreased to $0.0 million for the first quarter of 2026 (2025: $0.6 million credit), primarily reflecting lower expected returns on plan assets compared to the prior year period. In addition, on January 8, 2026, the Trustee of the Luxfer Group Pension Plan entered into a full buy-in contract with an insurer, which is designed to substantially match the Plan’s future benefit obligations with corresponding insurance cash flows. While the buy-in does not constitute a settlement event under ASC 715 and therefore did not result in a remeasurement of the Plan’s funded status during the quarter, it has the effect of reducing future variability in pension income. Costs of $0.1 million were incurred in connection with the buy-in during the period, which offset the underlying pension credit.

Current report

The $0.6 million decrease in the defined benefit pension credit to $0.0 million in 2026 from $0.6 million in 2025 is primarily due to the effect of lower projected asset returns, additionally in 2026, the Company incurred $0.1 million of costs in connection with the pension buy-in.

Current report

Cash from operating activities in the First Quarter of 2026 was a $4.1 million outflow compared to a $5.2 million inflow in 2025. The movement was primarily the result of increased working capital in 2026. Cash flow in 2025 was positively impacted by the $1.9 million receipt arising from the reimbursement of legal costs in relation to the previously disclosed US Ecology case.
Removed paragraphs (73)

Previous report

•general economic conditions, or conditions affecting demand for the services offered by us in the markets in which we operate, both domestically and internationally, being less favorable than expected;

Previous report

•worldwide economic and business conditions and conditions in the industries in which we operate;

Previous report

•potential or actual tariffs, and other political risks worldwide;

Previous report

•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 report

•the amount of indebtedness we have incurred and may incur, and the obligations to service such indebtedness and to comply with the covenants contained therein;

Previous report

•increased competition from other companies in the industries in which we operate;

Previous report

•claims for personal injury, death or property damage arising from the use of products produced by us;

Previous report

•the occurrence of accidents or other interruptions to our production processes;

Previous report

•changes in our business strategy or development plans, and our expected level of capital expenditure;

Previous report

•restrictions on the ability of Luxfer Holdings PLC to receive dividends or loans from certain of its subsidiaries;

Previous report

•climate change regulations and the potential impact on energy costs;

Previous report

•regulatory, environmental, legislative and judicial developments; and

Previous report

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

Previous report

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

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

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

•Continued recovery in sales of magnesium aerospace alloys;

Previous report

•Gains in sales of aerospace cylinders, which serve commercial aircraft.

Previous report

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

Previous report

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

Previous report

In relation to the first nine months of 2025, revenue was positively impacted from:

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Showing the first 40 of 73 passages. Open the source sections for the rest.

Reworded paragraphs (19)

Previous wording

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

Current wording

The consolidated results of operations for Luxfer in the First Quarter of 2026 and 2025 were as follows:

Previous wording

Adjusting for foreign exchange tailwinds of $0.2 million and $1.9 million in the third quarter and first nine months of 2025, respectively, and excluding Graphic Arts sales of $8.0 million in third quarter of 2024, $13.4 million and $22.2 million in the first nine months of 2025 and 2024, respectively, net sales have increased by 1.4% and 4.6% respectively.

Current wording

Adjusting for foreign exchange tailwinds of $1.2 million in the First Quarter of 2026, and excluding Graphic Arts sales of $6.5 million in First quarter of 2025, net sales have decreased by 8.6%.

Previous 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.

Current wording

Excluding Graphic Arts there was a 3.7 percentage point increase in gross profit as a percentage of sales in the First Quarter of 2026 from 2025, respectively. This increase was primarily the result of positive pricing and cost discipline.

Previous 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.

Current wording

Excluding Graphic Arts, SG&A costs as a percentage of sales in the first quarter of 2026 from 2025 have increased by 2.5 percentage points, this is a result of inflationary cost rises and lower sales in the quarter as explained above.

Previous 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.

Current wording

Excluding Graphic Arts, research and development costs as a percentage of sales in the First Quarter of 2026 from 2025 increased by 0.6 percentage points, also a result of the lower sales in the quarter.

Previous wording

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

Current wording

The $0.1 million restructuring charges in the First Quarter of 2025, also predominantly related to costs aimed at reducing our fixed cost structure and realigning the business.

Previous 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.

Current wording

Net interest expense of$0.7 million in the First Quarter of 2026 decreased 12.5% from$0.8 million in the First Quarter of 2025, due to a decrease in average interest rate on drawings.

Previous 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.

Current wording

The movement in the year to date statutory effective tax rate from 25.7% in 2025, to 30.9% in 2026, was primarily due to non-deductible expenses.

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 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.

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.

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 our reportable segments, Gas Cylinders and Elektron. The Graphic Arts business was sold on July 2, 2025 and is therefore excluded from the current period discussion.

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, 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.

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, net interest expenses, defined benefit pension credit, provision for taxes and amortization. A reconciliation to pre-tax income can be found in Note 14 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 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:

Current wording

The 1.7% increase in Gas Cylinders sales in the First Quarter of 2026 from 2025, was primarily the result of increase in sales of AF cylinders partially offset by lower sales of SCBA cylinders.

Previous 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.

Current wording

The 2.1 percentage point increase in adjusted EBITA for Gas Cylinders as a percentage of net sales in the Firstq uarter of 2026 relative to 2025 is predominantly the result of pricing discipline.

Previous wording

•Reduced sales of zirconium powders used by our specialty industrial customers; and

Current wording

The 14.8% decrease in Elektron sales in the Firstq uarter of 2026 from 2025 was primarily the result of reduced sales of zirconium powders used for pharmaceutical products and automotive catalysis, these were partially offset by strong sales of magnesium aerospace alloys.

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, 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.

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 liquidity and available credit facilities to meet our requirements, including the repayment of the $25.0 million Loan Note due in June 2026. The Company expects to fund this repayment through drawings under its Revolving Credit Facility, which had available headroom of $91.5 million as of March 29, 2026. In July 2025, we completed a refinance of our shelf facility, with terms remaining substantially unchanged and maturity extended to July 2030.

Previous 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.

Current wording

Net cash used by investing activities was $2.0 million for the First Quarter of 2026, compared to net cash used by investing activities of $1.2 million in 2025. Capital expenditure increased by $0.8 million in the First Quarter.

Previous 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).

Current wording

In the First Quarter of 2026, net cash provided by financing activities was $12.6 million, (2025: $4.2 million used by financing activities). We had net drawdowns of $18.3 million on our revolving credit facility (2025: $2.0 million repayment of overdraft and $2.2 million drawdown on our revolving credit facility). Dividend payments of $3.5 million (2025: $3.5 million), equating to $0.13 per ordinary share respectively and we paid out $1.5 million, (2025: $0.4 million) in settling share based compensation and $0.7 million, (2025: $0.5 million) in repurchasing our own shares as part of the share buyback program which equates to 50,000 shares (2025: 40,000 shares).

Previous 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).

Current wording

We paid year-to-date dividends in 2026 of $3.5 million and declared an additional $3.5 million after the quarter (2025: $3.5 million paid year-to-date and additional $3.5 million declared after the quarter).
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

The 2.3 percentage point increase in adjusted EBITA for Elektron as a percentage of net sales in the Firstq uarter of 2026 relative to 2025 is predominantly the result of positive pricing and cost discipline.

Current report — wording carried from elsewhere

Adjusted EBITDA was affected for the same reasons as adjusted EBITA.
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

•Higher sales of SCBA cylinders; and

Previous report — wording carried elsewhere

•Higher sales of SCBA cylinders; and

Previous report — wording carried elsewhere

These increases were partially offset by: