LUXFER HOLDINGS PLC

2026 PROXY STATEMENT

SUMMARY

This summary includes information contained elsewhere in this Proxy Statement. We urge you to carefully read the remainder of this Proxy Statement, including the attached appendices, as this summary does not provide all the information that may be important to you with respect to matters being considered at the Annual General Meeting. See also the section entitled “Where You Can Find More Information” on page 94.

The Annual General Meeting of Luxfer shareholders will be held at the Luxfer MEL Technologies site, located at Lumns Lane, Manchester, M27 8LN, United Kingdom (with entrance on Rake Lane), on Thursday, June 11, 2026, at 8:30 a.m. BST.

Only Luxfer shareholders of record at the close of business, Eastern Daylight Time, on April 17, 2026 (the “Record Date”) are eligible to receive notice of and vote at the AGM. If you are the beneficial owner of Luxfer ordinary shares (i.e., you hold Luxfer ordinary shares in “street name”) as of the Record Date, you will have the right to direct your

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broker, bank, trust, or other nominee on how to vote such shares at the AGM. If you are a shareholder of record or a beneficial owner as of the Record Date, we encourage you to cast your vote as soon as possible in one of the following ways:

WE ENCOURAGE YOU TO VOTE YOUR SHARES BY SUBMITTING A PROXY AS SOON AS POSSIBLE. IF YOU PLAN TO SUBMIT A PROXY, YOU MUST SUBMIT YOUR PROXY BY INTERNET NO LATER THAN 6:00 P.M. EDT ON JUNE 10, 2026 (11:00 P.M. BST ON JUNE 10, 2026) OR, IF YOU ARE VOTING BY MAIL, YOUR PRINTED PROXY CARD MUST BE RECEIVED AT THE ADDRESS STATED ON THE CARD BY JUNE 10, 2026.

2025 BUSINESS AND PERFORMANCE HIGHLIGHTS

Despite external pressures during the year, including exchange rate volatility, we delivered sales growth, excluding Luxfer Graphic Arts which was sold in July 2025, while maintaining strong profitability and a consistently low operating leverage. We also continued to return meaningful capital to shareholders through dividends and share buybacks. Our Graphic Arts business was successfully divested in July 2025, having previously been identified during our enhanced strategic review in late 2023. This has enabled us to streamline our portfolio and concentrate on higher-margin opportunities. We have continued advancing our optimization initiatives which are designed to streamline the footprint, simplify operations, and enhance long-term efficiency within the business. Specific highlights of 2025 included increased demand for our Magtech Solutions’ products, enabling the business to deliver record volume levels and sustained momentum in defense and aerospace in the Elektron businesses. Within Gas Cylinders, the businesses benefited from improved activity in higher-margin specialty industrial applications, which helped offset continued softness in clean energy and variability in healthcare. Overall, 2025 demonstrated our ability to execute, manage the portfolio effectively, and enhance earnings quality and profitability, reinforcing again the strength of our core operations and value-creation strategy.

OUR BOARD OF DIRECTORS

The Company wishes to highlight the following Board transitions, which occurred in fiscal year 2025:

Stewart Watson was appointed as a Non-Executive Director effective September 1, 2025. Mr. Watson was identified as a potential new Director due largely to his expertise in strategic planning, operational transformation, international business leadership, and mergers and acquisitions execution in the aerospace and defense industry. He also serves as a member of the Luxfer’s Nominating & Governance Committee and the Audit Committee.

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The Company’s Corporate Governance Guidelines provide that when a director attains the age of 73, and/or has served on the Board for nine years, the director is expected to offer to resign from the Board. Any resignation would be reviewed by the Nominating and Governance Committee for the consideration of the Board. Consistent with this policy, Richard Hipple tendered a letter offering his resignation upon reaching age 73 and Clive Snowdon tendered a letter offering his resignation as he will have served on the Board for nine years and will have reached the age of 73 by the 2026 AGM.

The Board reviewed both Richard Hipple’s and Clive Snowdon’s resignations, in consideration of the Company’s overall Board composition and succession planning. After consideration, the Board determined not to accept either resignation at this time. In reaching its conclusion, the Board considered, among other factors, their expertise, history with and contributions to the Board, as well as their ongoing participation in initiatives coming out of our strategic review announced in 2023, including the continued evaluation of strategic options to create additional shareholder value.

The Board does not view the retirement age guideline or length of service guideline as a mandatory requirement, but rather as a mechanism to facilitate thoughtful Board refreshment and succession planning on an ongoing basis in accordance with Luxfer’s Corporate Governance Guidelines and in the best interest of the company and its stakeholders.

For more information on our Directors, please see “Directors Standing for Election or Re-Election” on page 24.

CORPORATE GOVERNANCE HIGHLIGHTS

Luxfer is committed to strong corporate governance practices and policies, which support effective Board leadership and prudent management practices. Key features of our corporate governance practices include the following:

• Annual election of all Directors, with majority voting in uncontested Director elections;

• All Director nominees are independent, except for our CEO;

• Independent Board Chair;

• Independent Audit, Nominating and Governance, and Remuneration Committees;

• No Director nominees have disclosable related party transactions or conflicts of interest;

• Robust risk oversight by the full Board, with specific responsibilities delegated to the relevant Board Committees;

• Purposeful inclusion of key risk areas on Board and/or Committee agendas, enabling continuous Board oversight of risk mitigation;

• Regular engagement with business leaders to discuss short-term and long-term strategic opportunities and associated risks;

• Annual advisory vote on executive compensation;

• Incentive compensation includes design features intended to balance “Pay for Performance” with the appropriate level of risk taking;

• Commitment to Board refreshment and the consideration of diversity of perspectives, background and other demographics;

• Range of Director tenures and experience facilitate effective oversight and a balance between historical experience and fresh perspectives;

• Annual Board, Committee, and Director evaluations to enable evolution and improvement of Board skill and perspective;

• Annual review of Committee Charters, Corporate Governance Guidelines, and other key governance policies to ensure alignment with best practices;

• Stock Ownership Guidelines applicable to Directors and Executive Officers to encourage investment in the Company and alignment with shareholder interests;

• Provisions on overboarding for Directors;

• An anonymous hotline available to all employees for reporting compliance or other concerns;

• Policies prohibiting hedging, pledging, short sales, and margin accounts in relation to Company securities; and

• Commitment to health, safety, and environmental sustainability, including Board-level oversight of the Company’s strategic sustainability initiatives.

For more information on Corporate Governance, please see the section entitled “Luxfer’s Board of Directors and Corporate Governance” on page 24.

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ENVIRONMENT, SOCIAL AND GOVERNANCE HIGHLIGHTS

In December 2024, we published our Sustainability Report, a biennial report highlighting our ongoing efforts to drive sustainability in our operations. Building on our inaugural report published in 2020 and our second report published in 2022, the Sustainability Report included (i) more granular environmental and social data through 2023; (ii) an update on our progress towards meeting our 2025 Environmental Goals; (iii) greater discussion on sustainability governance and climate-related risks; and (iv) insight into new and ongoing sustainability initiatives. We look forward to providing further details on our progress in an updated ESG Report scheduled for publication later this year. We invite you to read more about our sustainability practices at https://www.luxfer.com/environment-social-and-governance/. Unless expressly stated otherwise, the Sustainability Report and the related information contained on our website (or that can be accessed through our website) are not incorporated by reference in this proxy statement or any other document we file with the SEC.

Key features of Luxfer’s sustainability practices in 2025 include:

• Board oversight of ESG matters, including strategic planning, risks, and opportunities, with regular updates from the CEO and senior management;

• Strategic investments considered in new projects and technology to reduce our carbon footprint and increase operational efficiencies;

• Semi-annual ESG scorecard reviews with the CEO, senior management, and environmental, health, and safety team members;

• Diversity, equity, and inclusion training;

• Identified and partnered with local and/or regional organizations that align with Luxfer’s environmental and social initiatives;

• Demonstrated track record of safety performance; and

• Continued fostering of a performance culture with high ethical standards that values integrity, accountability, and innovation, and which is designed to encourage individual growth and operational effectiveness.

For more information on Luxfer’s sustainability and ESG efforts, please see the section entitled “Environment, Social and Governance Initiatives” on page 39.

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EXECUTIVE COMPENSATION HIGHLIGHTS

Our executive compensation program is designed to motivate behaviors that cultivate sustainable growth and shareholder value creation, provide rewards commensurate with individual and Company performance, reward executives for achieving financial and strategic objectives, and provide an appropriate balance between short-term and long-term and fixed and variable or at-risk pay. A substantial portion of our Named Executive Officers’ compensation is variable or at-risk and contingent on performance. In designing our executive compensation program, establishing performance measures, and setting executive compensation packages, we conduct benchmarking analyses, no less frequently than every three years but oftentimes annually, to ensure compensation is competitive with market practices. Total compensation packages, as well as base salary, annual cash incentive opportunities, and target equity awards, are evaluated against compensation levels at our comparative peer group companies. While target incentive opportunities are set by reference to a comparable market rate, our incentive plans provide for payouts to be based upon performance, which can result in payouts above or below target levels. Our compensation programs are designed to provide an appropriate balance of short and long-term compensation, fixed and variable or at-risk pay, and cash and equity-based compensation, as well as reflect our philosophy of providing pay for performance.

____________ (1) Reflects the compensation earned by the Named Executive Officers in 2025, as set forth in the Summary Compensation Table on page 79, except with respect to the annual cash incentive, which reflects the target cash incentive applicable to each Named Executive Officer. Reference to the target cash incentive, rather than the cash incentive earned in 2025, more accurately depicts the intended 2025 executive compensation structure. (2) Calculated as an average of the compensation earned by Stephen Webster, Howard Mead, Jeffrey Moorefield, and Graham Wardlow in 2025, as set forth in the Summary Compensation Table on page 79, except with respect to the annual cash incentive, which reflects the target cash incentive applicable to each Named Executive Officer. Reference to the target cash incentive, rather than the cash incentive earned in 2025, more accurately depicts the intended 2025 executive compensation structure.

The CEO has a larger proportion of their compensation as variable or at-risk as their compensation is heavily weighted towards Company performance. The other named executive officers still have over 40% of their compensation aligned to Company performance. The value of time-based equity awards are dependent on the Company’s share price while the number of performance-based share awards are based on certain EPS growth metrics and relative total shareholder return when compared to the Company’s peer group.

These Executive Compensation Highlights should be read in connection with the executive compensation information included in this Proxy Statement, including the sections entitled “Executive Compensation Discussion and Analysis” and “Executive Compensation Tables” on pages 50 through 85.

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