LUXFER HOLDINGS PLC

Previous wording

On July 26, 2026, the Company entered into the Transaction Agreement with Buyer. Pursuant to the Transaction Agreement, upon the terms and subject to the conditions set forth therein, Buyer will acquire the entire issued share capital of the Company pursuant to the Scheme of Arrangement. Upon the terms and subject to the conditions set forth in the Transaction Agreement and the Scheme of Arrangement, at the Effective Time, all of the ordinary shares of the Company then outstanding will be transferred from the Company’s shareholders to Buyer, and the Company’s shareholders will be entitled, pursuant to and in accordance with the terms of the Scheme of Arrangement, to receive $17.37 in cash per ordinary share. The Company Board approved and declared the Transaction Agreement, and the transactions contemplated thereby, including the Transaction, the Scheme of Arrangement and the other transactions contemplated thereby fair to and in the best interests of the Company and its shareholders as a whole. See Note 16 of the Notes to Condensed Consolidated Financial Statements for additional information.

Current wording

On July 26, 2026, the Company entered into the Transaction Agreement with Buyer. Pursuant to the Transaction Agreement, upon the terms and subject to the conditions set forth therein, Buyer will acquire the entire issued share capital of the Company pursuant to the Scheme of Arrangement. Upon the terms and subject to the conditions set forth in the Transaction Agreement and the Scheme of Arrangement, at the Effective Time, all of the ordinary shares of the Company then outstanding will be transferred from the Company’s shareholders to Buyer, and the Company’s shareholders will be entitled, pursuant to and in accordance with the terms of the Scheme of Arrangement, to receive $17.37 in cash per ordinary share. The Company Board approved and declared the Transaction Agreement, and the transactions contemplated thereby, including the Transaction, the Scheme of Arrangement and the other transactions contemplated thereby fair to and in the best interests of the Company and its shareholders as a whole.

Previous wording

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

Current wording

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

Previous wording

The consolidated results of operations for Luxfer in the first six months of 2026 and 2025 were as follows:

Current wording

The consolidated results of operations for Luxfer in the first nine months of 2026 and 2025 were as follows:

Previous wording

On a comparable basis, excluding the impact of foreign currency movements and sales attributable to Superform and Graphic Arts, net sales decreased by 3.1% in the second quarter and by 5.8% in the first six months of 2026. Foreign currency movements reduced net sales by $0.6 million in the second quarter and increased net sales by $0.6 million in the first six months of 2026. Combined sales of Superform and Graphic Arts for the second quarters of 2026 and 2025 were $2.2 million and $9.5 million and $4.0 million and $17.5 million in the first six months of 2026 and 2025, respectively.

Current wording

On a comparable basis, excluding sales attributable to Superform and Graphic Arts, net sales decreased by 3.9% in the third quarter and by 4.9% in the first nine months of 2026. Foreign currency movements had minimal impact in the third quarter and increased net sales by $0.6 million in the first nine months of 2026. Combined sales of Superform and Graphic Arts for the third quarters of 2026 and 2025 were $2.4 million and $2.7 million and $6.4 million and $20.2 million in the first nine months of 2026 and 2025, respectively. Graphic Arts was sold in the second quarter of 2025, resulting in sales only impacting the first nine months of the 2025 results.

Previous wording

Further to the above, the first six months of 2026 were also significantly affected by lower sales of zirconium products used for pharmaceutical applications and automotive catalysis.

Current wording

Further to the above, the first nine months of 2026 were also significantly affected by lower sales of zirconium products used for pharmaceutical applications, partially offset by higher sales of alternative fuel cylinders.

Previous wording

Excluding Superform and Graphic Arts, gross profit as a percentage of sales increased by 2.3 percentage points and 2.5 percentage points in the second quarter and first six months of 2026, respectively, compared to the corresponding periods in 2025. The increases in both periods were primarily the result of pricing actions and cost reduction initiatives, partially offset by adverse sales mix and inflationary cost pressures.

Current wording

Excluding Superform and Graphic Arts, gross profit as a percentage of sales increased by 100 basis points and 200 basis points in the third quarter and first nine months of 2026, to 24.4% and 25.2%, respectively, compared to the corresponding periods in 2025. The increases in both periods were primarily the result of pricing actions and cost reduction initiatives, partially offset by adverse sales mix and inflationary cost pressures.

Previous wording

Excluding Superform and Graphic Arts, SG&A costs as a percentage of sales in 2026 from 2025 have increased by 0.7 percentage points and 0.9 percentage points in the second quarter and first six months respectively. This is a result of inflationary cost rises and lower sales in the quarter as explained above.

Current wording

Excluding Superform and Graphic Arts, SG&A costs as a percentage of sales in 2026 from 2025 have increased by 1.6 and 1.5 percentage points respectively, in the third quarter and first nine months respectively. This is a result of inflationary cost rises and lower sales in the quarter as explained above.

Previous wording

Excluding Superform and Graphic Arts, research and development costs as a percentage of sales increased by 0.6 percentage points in both the second quarter and first six months of 2026 compared to the corresponding periods in 2025, primarily as a result an increase in magnesium alloy R&D activities.

Current wording

Excluding Superform and Graphic Arts, research and development costs as a percentage of sales increased by 0.6 percentage points in both the third quarter and first nine months of 2026 compared to the corresponding periods in 2025, primarily as a result an increase in magnesium alloy R&D activities.

Previous wording

The $1.6 million and $3.8 million of restructuring charges recognized in the second quarter and first six months of 2026, respectively, relate to the continued execution of previously announced restructuring initiatives aimed at reducing our fixed cost structure and enhancing operational alignment, including footprint consolidation projects impacting both North American gas cylinders and magnesium powders operations.

Current wording

The $0.7 million and $4.5 million of restructuring charges recognized in the third quarter and first nine months of 2026, respectively, relate to the continued execution of previously announced restructuring initiatives aimed at reducing our fixed cost structure and enhancing operational alignment, including the centralization of our North American gas cylinders and magnesium powders operations. These charges comprised $0.3 million and $3.9 million in the third quarter and first nine months of 2026, respectively, within the Gas Cylinders segment and $0.4 million and $0.6 million, respectively, within the Elektron segment. The charges within the Gas Cylinders segment primarily related to follow-on costs associated with the cessation of manufacturing at our Pomona, California facility in December 2025, including equipment relocation, site reorganization, employee stay incentives and site remediation activities. The charges within the Elektron segment primarily related to shutdown costs associated with the ongoing centralization of our magnesium powders operations.

Previous wording

The $2.0 million and $1.8 million of restructuring charges recognized in the second quarter and first six months of 2025, respectively, predominantly related to initiatives aimed at reducing our fixed cost structure and generating savings through enhanced operational alignment, particularly through the reduction of our North American Gas Cylinders footprint. As part of these initiatives, we recognized accelerated depreciation charges of $1.7 million related to property, plant and equipment in the second quarter and first six months of 2025, in accordance with ASC 360. These charges resulted from the strategic decision to relocate certain operations, which shortened the expected useful lives of the affected assets.

Current wording

The $3.4 million and $5.2 million of restructuring charges recognized in the third quarter and first nine months of 2025, respectively, predominantly related to initiatives aimed at reducing our fixed cost structure and generating savings through enhanced operational alignment, particularly through the reduction of our North American Gas Cylinders footprint. As part of these initiatives, we recognized accelerated depreciation charges of $1.7 million related to property, plant and equipment in the first nine months of 2025, in relation to the Gas Cylinders segment and $2.1 million in the third quarter and first nine months of 2025 in relation to the Elektron segment in accordance with ASC 360. These charges resulted from the strategic decision to relocate certain operations, which shortened the expected useful lives of the affected assets.

Previous wording

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.

Current wording

Disposal related costs of $1.1 million and $1.2 million in the third quarter and first nine months respectively of 2025 were incurred in relation to the divestiture of our Graphic Arts segment. In the third quarter of 2025, the Company recognized a net loss on held-for-sale asset group following the divestiture of its Graphic Arts business to Vulcan Metals Specialty Products, Inc. on July 2, 2025.

Previous wording

Loss on held-for-sale asset group decreased by $2.8 million in both the second quarter and first six months of 2026 compared to the corresponding periods in 2025. In the second quarter of 2025, the Company recognized a $2.8 million loss related to the Superform asset group to adjust its carrying amount to estimated fair value less costs to sell, reflecting revised expectations regarding the sale. No comparable charge was recognized in 2026.

Current wording

Loss on held-for-sale asset group decreased by $2.8 million in both the first nine months of 2026 compared to the corresponding periods in 2025. In the second quarter of 2025, the Company recognized a $2.8 million loss related to the Superform asset group to adjust its carrying amount to estimated fair value less costs to sell, reflecting revised expectations regarding the sale. No comparable charge was recognized in 2026.

Previous wording

In the second quarter and first six months of 2026, other costs of $1.2 million and $1.8 million, respectively, comprised primarily legal and due diligence fees, together with financial advisory and other professional fees, incurred in connection with the Company’s strategic review and related transaction process.

Current wording

In the third quarter and first nine months of 2026, other costs of $4.7 million and $6.5 million, respectively, comprised primarily legal and due diligence fees, together with financial advisory and other professional fees, incurred in connection with the Company’s strategic review and related transaction process.

Previous wording

Net interest expense increased by $0.1 million, or 11.1%, to $1.0 million in the Second Quarter of 2026 from $0.9 million in the Second Quarter of 2025, primarily due to higher borrowings incurred in relation to higher inventory levels as we executed footprint consolidation projects. Net interest expense was $1.7 million in both the first six months of 2026 and 2025.

Current wording

Net interest expense increased by $0.3 million, to $1.0 million in the Third Quarter of 2026 from $0.7 million in the Third Quarter of 2025, primarily due to higher borrowings incurred in relation to higher inventory levels as we executed footprint consolidation projects. Net interest expense was $2.7 million in the first nine months of 2026 compared to $2.4 million for the same period in 2025.

Previous wording

The defined benefit pension charge was $0.1 million in the second quarter of 2026, compared to a $0.6 million credit in the second quarter of 2025. For the first six months of 2026, the defined benefit pension charge was $0.1 million, compared to a $1.2 million credit in the first six months of 2025. The year-over-year movements primarily reflect lower expected returns on plan assets compared to the prior year periods. 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, it has the effect of reducing future variability in pension income. Costs of $0.2 million and $0.3 million were incurred in connection with the buy-in during the second quarter and first six months of 2026, respectively, which offset the underlying pension credit.

Current wording

The defined benefit pension charge was $0.1 million in the third quarter of 2026, compared to a $0.6 million credit in the second quarter of 2025. For the first nine months of 2026, the defined benefit pension charge was $0.2 million, compared to a $1.8 million credit in the first nine months of 2025. The year-over-year movements primarily reflect lower expected returns on plan assets compared to the prior year periods. 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, it has the effect of reducing future variability in pension income. Costs of $0.3 million were incurred in connection with the buy-in during the first nine months of 2026, which offset the underlying pension credit.

Previous wording

The movement in the year to date statutory effective tax rate from 34.1% in 2025, to 29.4% in 2026, was primarily due to non-deductible expenses in both years.

Current wording

The movement in the year to date statutory effective tax rate from 39.3% in 2025, to 31.6% in 2026, was due to the impact of non-deductible expense. The $3.5 million tax charge on the partial refund of the U.K. pension surplus was offset by a deferred tax credit on the same item.

Previous wording

During the second quarter of 2026, the Company ceased actively marketing the Superform business for sale and, as a result, Superform no longer met the criteria for classification as held for sale or discontinued operations. The decision to cease active marketing reflected, in part, improved performance supported by stronger conditions in the aerospace market. Prior-period amounts in the tables below have been restated to reflect Superform within continuing operations and its separate presentation in these tables. Notwithstanding this change in classification, management continues to consider Superform to be a non-core business. Accordingly, the tables below separately present the results of Superform to provide investors with greater transparency regarding the performance of the Company’s core continuing operations.

Current wording

During the second quarter of 2026, the Company ceased actively marketing the Superform business for sale and, as a result, Superform no longer met the criteria for classification as held for sale or discontinued operations. The decision to cease active marketing reflected improved performance supported by stronger conditions in the aerospace market. Prior-period amounts in the tables below have been restated to reflect Superform within continuing operations and its separate presentation in these tables. Notwithstanding this change in classification, management continues to consider Superform to be a non-core business. Accordingly, the tables below separately present the results of Superform to provide investors with greater transparency regarding the performance of the Company’s core continuing operations.

Previous wording

The 1.7% decrease in Gas Cylinders sales in the second quarter of 2026 from 2025 was primarily the result of lower sales of cylinders serving space exploration programs and SCBA cylinders, partially offset by strong demand for industrial cylinders and increased sales of Alternative Fuel (“AF”) cylinders.

Current wording

The 0.7% decrease in Gas Cylinders sales in the third quarter of 2026 from 2025 was primarily the result of lower sales of cylinders serving space exploration programs and aerospace cylinders, partially offset by improved demand for SCBA cylinders.

Previous wording

The 5.6% decrease in Elektron sales in the second quarter of 2026 from 2025 was primarily the result of lower sales of flameless ration heaters for Meals Ready to Eat (“MREs”), RotaMag® magnesium alloys and zirconium products, partially offset by increased sales of magnesium powders for defense use and magnesium aerospace alloys.

Current wording

The 6.6% decrease in Elektron sales in the third quarter of 2026 from 2025 was primarily the result of lower sales of flameless ration heaters for Meals Ready to Eat (“MREs”) and RotaMag® magnesium alloys, partially offset by increased sales of magnesium powders for defense use and zirconium powders used in industrial applications.

Previous wording

Further to the above, the 10.2% decrease in sales in the first six months of 2026 was also significantly affected by lower sales of zirconium products used for pharmaceutical applications.

Current wording

Further to the above, the 9.0% decrease in sales in the first nine months of 2026 was also significantly affected by lower sales of zirconium products used for pharmaceutical applications.

Previous wording

The 1.6 percentage point decrease in adjusted EBITA for Gas Cylinders as a percentage of net sales in the second quarter of 2026 compared to 2025 was primarily the result of adverse sales mix and inflationary cost pressures, partially offset by pricing actions and cost reduction initiatives. For the first six months of 2026, adjusted EBITA as a percentage of net sales increased by 0.6 percentage points, as the benefits of pricing actions and cost reduction initiatives more than offset adverse sales mix and inflationary cost pressures.

Current wording

The 3.7 percentage point point decreases in adjusted EBITA for Elektron as a percentage of net sales in the third quarter compared to the third quarter of 2025 was primarily the result of adverse sales mix and inflation, partially offset by pricing actions. EBITA as a percentage of net sales for the first nine months of 2026 was flat compared to the first nine months of 2025.

Previous wording

The 15.4% decrease in Superform sales in the second quarter of 2026 from 2025 was primarily the result of lower sales of components serving defense aerospace, automotive and rail applications, partially offset by increased sales of components serving commercial aerospace applications.

Current wording

The 11.1% decrease in Superform sales in the third quarter of 2026 from 2025 was primarily the result of lower sales of components serving defense aerospace, automotive and rail applications, partially offset by increased sales of components serving commercial aerospace applications.

Previous wording

Further to the above, sales in the first six months of 2026 decreased by 2.4%, as increased sales of commercial aerospace components and tooling were more than offset by lower sales of components serving defense aerospace, automotive and rail applications.

Current wording

Further to the above, sales in the first nine months of 2026 decreased by 5.9%, as increased sales of commercial aerospace components and tooling were more than offset by lower sales of components serving defense aerospace, automotive and rail applications.

Previous wording

The 11.2 percentage point and 5.0 percentage point increases in adjusted EBITA for Superform as a percentage of net sales in the second quarter and first six months of 2026, respectively, compared to the corresponding periods in 2025, were primarily the result of a more favorable sales mix, together with lower manufacturing fixed costs and improved production cost performance.

Current wording

The 0.5 percentage point and 3.2 percentage point increases in adjusted EBITA for Superform as a percentage of net sales in the third quarter and first nine months of 2026, respectively, compared to the corresponding periods in 2025, were primarily the result of a more favorable sales mix, together with lower manufacturing fixed costs and improved production cost performance.

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 liquidity and available credit facilities to meet our requirements. In June 2026, the Company repaid the $25.0 million Loan Note at maturity using drawings under its Revolving Credit Facility. As of June 28, 2026, the Revolving Credit Facility had available headroom of $65.8 million. In July 2025, we completed a refinance of our shelf facility, with terms remaining substantially unchanged and maturity extended to July 2030.

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. In June 2026, the Company repaid the $25.0 million Loan Note at maturity using drawings under its Revolving Credit Facility. As of September 27, 2026, the Revolving Credit Facility had available headroom of $66.3 million. In July 2025, we completed a refinance of our shelf facility, with terms remaining substantially unchanged and maturity extended to July 2030.

Previous wording

Cash used by operating activities in the first six months of 2026 was a $1.4 million outflow compared to a $6.6 million inflow in 2025. 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.

Current wording

Cash used by operating activities in the first nine months of 2026 was a $14.2 million inflow compared to an $18.2 million inflow in 2025. 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. In 2026, the company benefitted from a $10.4 million refund from the U.K. pension surplus, received net of $3.5 million tax.

Previous wording

Net cash used by investing activities was $4.7 million for the first six months of 2026, compared to net cash used by investing activities of $3.3 million in 2025. Capital expenditure increased by $1.4 million in the first six months.

Current wording

Net cash used by investing activities was $7.9 million for the first nine months of 2026, compared to net cash used by investing activities of $0.3 million in 2025. Capital expenditure increased by $3.3 million in the first nine months. The Company received $4.3 million in 2025 in relation to the sale of its Graphic Arts business.

Previous wording

In the first six months of 2026, net cash provided by financing activities was $9.2 million, (2025: $3.2 million used by financing activities). We had net drawdowns of $44.5 million on our revolving credit facility and repaid $25.0 million of loan notes (2025: $0.6 million drawdown of overdraft and $4.9 million drawdown on our revolving credit facility). Dividend payments of $6.9 million (2025: $7.0 million), equating to $0.26 per ordinary share respectively and we paid out $2.0 million, (2025: $0.6 million) in settling share based compensation and $1.4 million, (2025: $1.1 million) in repurchasing our own shares as part of the share buyback program which equates to 100,000 shares (2025: 90,000 shares). We have suspended repurchases of our ordinary shares under the share buyback program pending consummation of the Transaction.

Current wording

In the first nine months of 2026, net cash provided by financing activities was $5.2 million, (2025: $16.2 million used by financing activities). We had net drawdowns of $43.8 million on our revolving credit facility and repaid $25.0 million of loan notes (2025: $3.1 million drawdown of overdraft and $0.9 million drawdown on our revolving credit facility). Dividend payments of $10.3 million (2025: $10.5 million), equating to $0.39 per ordinary share respectively and we paid out $2.0 million, (2025: $0.7 million) in settling share based compensation and $1.4 million, (2025: $1.9 million) in repurchasing our own shares as part of the share buyback program which equates to 100,000 shares (2025: 155,000 shares). We have suspended repurchases of our ordinary shares under the share buyback program pending consummation of the Transaction.

Previous wording

We paid year-to-date dividends in 2026 of $6.9 million and declared an additional $3.5 million after the quarter (2025: $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 2026 of $10.3 million, (2025: $10.5 million paid year-to-date and additional $3.5 million declared after the quarter).