LUXFER HOLDINGS PLC
For the period ended Sep 27, 2026. Filed Oct 28, 2026.
View on SEC.govAbout 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.
Sep 27, 2026 · Filed Oct 28, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 1A. Risk Factors
There have been no material changes from the risk factors previously disclosed in Item 1A. of our 2025 Annual Report on Form 10-K filed with the SEC on February 24, 2026, except as described below.
Risks Related to the Transaction
If the Transaction does not close, or is delayed, we may experience financial and operational disruptions. In addition our stock price may decline if the Transaction is perceived as uncertain to close.
On July 26, 2026, we entered into the Transaction Agreement with Buyer, pursuant to which Buyer will acquire the entire issued share capital of the Company pursuant to the Scheme of Arrangement. The closing of the Transaction is subject to the satisfaction or waiver of certain conditions, many of which are not within our full control. We may be unable to obtain and satisfy, or experience delays in obtaining and satisfying, required regulatory approvals, shareholder approvals, and other closing conditions. In addition, both we and Buyer may terminate the Transaction Agreement for reasons specified therein. The announcement and pendency of the Transaction could adversely affect our business and stock price, including if the Transaction does not close or is delayed, for reasons including the following:
| • | Uncertainty about the effect of the Transaction may impair our ability to retain and hire key personnel, and could cause customers, suppliers, financial counterparties, and others to seek to negotiate changes or alter their present existing business relationships with us. |
| • | The pursuit of the Transaction may place a significant burden on management and internal resources, which may have a negative impact on our ongoing business. It may also divert management’s time and attention from the day-to-day operation of our business and the execution of our other strategic initiatives. This could adversely affect our financial results. |
| • | The Transaction Agreement restricts us, without the consent of Buyer, from taking certain actions until the Effective Time or the termination of the Transaction Agreement. These restrictions may prevent us from pursuing otherwise attractive business opportunities and taking other actions with respect to our business that we may consider advantageous. |
| • | We have incurred, and will continue to incur, significant costs, expenses, and fees for professional services and other transaction costs in connection with the Transaction. Many of the fees and costs will be payable by us even if the Transaction is not completed. In addition, we may be required to pay a termination fee of up to $18,000,000 to Buyer and reimburse certain out-of-pocket expenses if the Transaction Agreement is terminated for certain specified reasons. |
| • | The Transaction may not occur on the expected timeline because of a delay in receiving required regulatory approvals, shareholder approvals or other reasons. Any delay or inability to close the Transaction may cause the market price of our ordinary shares to decline. |
Lawsuits may be filed against us and the members of the Company Board arising out of the proposed Transaction, which may delay or prevent the proposed Transaction or otherwise negatively affect our business and operations.
Putative shareholder complaints, including shareholder class action complaints, and other complaints may be filed against us, the Company Board and others in connection with the transactions contemplated by the Transaction Agreement. The outcome of any such litigation is uncertain, and we may not be successful in defending against any such future claims. Lawsuits that may be filed against us, the Company Board or others could delay or prevent the Transaction from being completed, divert the attention of our management and employees away from our day-to-day business, and otherwise adversely affect our business, results of operations, and financial condition. If the Transaction is not consummated for any reason, litigation could be filed in connection with the failure to consummate the Transaction.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.