lxfr-20251231
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
For the fiscal year ended December 31, 2025
OR
Commission File Number 001-35370
Luxfer Holdings PLC
(Exact Name of Registrant as Specified in Its Charter)
3016 Kansas Avenue,
Riverside, CA, 92507
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: +1414-269-2419
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Symbol Name of each exchange on which registered
Ordinary Shares, nominal value £0.50 each LXFR New York Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No☒
Indicate by check mark if the registrant is not required to file reports pursuant to section 13 or 15(d) of the Act. Yes ☐No☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to the Form 10-K. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See definition of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.:
Large accelerated filer ☐Accelerated filer☒ Emerging growth company ☐
Non accelerated filer ☐ Smaller reporting company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of ordinary shares held by non-affiliates of the Registrant was approximately $325,718,817 based on the last reported sale price of such securities as of June 29, 2025, the last business day of the Registrant’s most recently completed second quarter.
The number of shares outstanding of Registrant’s only class of ordinary stock on December 31, 2025, was 26,640,434.
DOCUMENTS INCORPORATED BY REFERENCE
Parts of the Registrant's definitive proxy statement for its annual general meeting to be held on June 10, 2026, to be filed no later than 120 days after the end of the fiscal year covered by this annual report, are incorporated by reference in this Form 10-K in response to Part III, Items 10, 11, 12, 13 and 14.
TABLE OF CONTENTS
Page
PART I
Item 1. Business 1
Item 1A. Risk Factors 9
Item 1B. Unresolved Staff Comments 17
Item 1C. Cybersecurity 17
Item 2. Properties 20
Item 3. Legal Proceedings 20
Item 4. Mine Safety Disclosures 20
PART II
Item 6. [Reserved] 22
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 38
Item 8. Financial Statements and Supplementary Data 40
Item 9A. Controls and Procedures 87
Item 9B. Other Information 87
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 87
PART III
Item 10. Directors, Executive Officers and Corporate Governance 88
Item 11. Executive Compensation 88
Item 14. Principal Accountant Fees and Services 88
PART IV
Item 15. Exhibits and Financial Statement Schedules 89
Signatures 91
PART I
Item 1. Business
Background and business overview
Luxfer Holdings PLC (“Luxfer,” “the Company,” “we,” “our”) is a global industrial company focused on niche applications in advanced materials engineering. We develop and manufacture high-performance materials, components, and high-pressure gas containment solutions for customers operating in defense, first response and healthcare, transportation, and specialty industrial markets.
Luxfer’s strategy is centered on value creation through the application of deep technical expertise, proprietary technologies, and close collaboration with customers to solve complex engineering challenges. Our core product lines include magnesium alloys and powders, zirconium-based chemicals, aluminum and composite high-pressure gas cylinders, and carbon composite technologies.
We believe we hold leading positions in several of our principal markets, including magnesium alloys and powders for aerospace, defense, and commercial applications; zirconium chemicals used in automotive catalytic converters and industrial catalysis; and high-pressure composite cylinders used in self-contained breathing apparatus and in the transport and storage of compressed natural gas (“CNG”) and hydrogen. Our competitive position is supported by proprietary manufacturing processes, long-standing customer relationships, strong customer service capabilities, and a global manufacturing footprint.
Luxfer operates a global manufacturing network, and operated in 13 facilities during 2025 located in the United States, the United Kingdom, Canada, and China, and maintains a joint venture in Japan. One manufacturing facility relates to a discontinued operation and one facility ceased operations during 2025. We employ approximately 1,400 people worldwide, including temporary staff, with fewer than 50 employees supporting discontinued operations.
For the year ended 2025, net sales from continuing operations were $384.6 million (2024: $391.9 million, 2023: $405.0 million). Net income from continuing operations was $13.1 million (2024: $18.3 million income, 2023: $2.6 million loss).
During 2025, Luxfer operated through three business segments: Elektron, Gas Cylinders, and Graphic Arts. On July 2, 2025, the Company completed the sale of its Graphic Arts business to Vulcan Metals Specialty Products, Inc., and following the transaction, Luxfer now operates through two reportable business segments: Elektron and Gas Cylinders.
Elektron Segment
The Elektron Segment develops and manufactures specialty materials based primarily on magnesium and zirconium. These materials are engineered for applications across defense, aerospace, transportation, energy, and industrial markets.
In 2025, sales from our Elektron Segment represented approximately 51% (2024: 45%, 2023: 46%) of our consolidated net sales from continuing operations. The ten largest customers accounted for approximately 50% of segment sales. No singular customer represented 10% or more of our Elektron Segment sales.
Key product lines include:
•Magnesium alloys and engineered magnesium products designed for lightweighting, corrosion resistance, and thermal performance, used in aerospace, defense, automotive, energy, and industrial applications.
•Magnesium powders used in aircraft countermeasure flares, infrared decoys, and specialized defense applications, as well as heating elements for self-heating meals supplied to military and emergency-relief agencies.
•Zirconium-based chemicals and oxides used in automotive catalytic converters, industrial catalysis, advanced ceramics, specialty glass, fuel cell components, pharmaceuticals, and other performance-critical applications.
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Gas Cylinders Segment
The Gas Cylinders Segment manufactures and markets specialized, highly engineered, high-pressure gas containment solutions using aluminum alloys and carbon composite technologies. These products are used across emergency response, healthcare, aerospace (including commercial aviation, defense and space), and alternative fuel transportation markets.
In 2025, sales from the Gas Cylinders Segment represented approximately 45% (2024: 47%, 2023: 46%) of our consolidated net sales. The ten largest customers accounted for approximately 57% of segment sales. Two customers both represented 15% each of our Gas Cylinders Segment sales. No other singular customer represented greater than 10% of Gas Cylinders Segment sales.
Key product lines include:
•Carbon composite high-pressure cylinders for self-contained breathing apparatus (“SCBA”), primarily used by firefighters, emergency responders, and industrial safety personnel, as well as by scuba divers and users operating in hazardous environments.
•Carbon composite cylinders for alternative fuel applications, including on-vehicle storage and transportation of compressed natural gas (“CNG”) and hydrogen for buses, trucks, and other commercial vehicles.
•Aerospace and aviation cylinders used in aircraft safety and operational systems, including emergency slide inflation systems and onboard oxygen storage for crew.
•Space-related cylinders used in launch vehicle applications.
•Aluminum and composite medical gas cylinders used for the storage and delivery of oxygen and other medical gases for patients, hospitals, emergency services, and laboratories.
•Specialty aluminum cylinder solutions for industrial, specialty gas, and transportation applications requiring high strength-to-weight performance.
Superform U.S.
The Superform U.S. business is expected to be sold within the next twelve months. Accordingly, its assets and liabilities are classified as held for sale on the consolidated balance sheets as of December 31, 2025 and December 31, 2024, and its results of operations are presented as discontinued operations in the consolidated statements of income for the applicable periods.
Graphic Arts Segment
The Graphic Arts Segment focused on magnesium photo-engraving plates, engraving metals, and related etching chemicals, primarily serving the graphic arts and luxury packaging markets. In 2025, sales from the Graphic Arts Segment represented approximately 4% (2024: 8%, 2023: 8%) of our consolidated net sales as a result of the disposal in the year. Our top ten customers represented 44% of segment sales. No singular customer represented 10% or more of our Graphic Arts Segment sales.
Key product lines included:
•Magnesium, copper, and zinc photo-engraving plates used in graphic arts, printing, and luxury packaging applications.
•Etching and developer chemicals used in engraving and plate-processing workflows.
•Magnesium slab and sheet products sold into industrial and aerospace markets.
Following the conclusion of a strategic review announced in October 2023, management determined that the Graphic Arts business no longer aligned with Luxfer’s long-term strategy and value proposition. As a result, the Graphic Arts business was classified as held for sale in the quarter ended March 31, 2024 and full year ended December 31, 2024. The business was sold on July 2, 2025.
All information included within this section relates to continuing operations, unless otherwise stated.
Financial Information about Segments and Geographic Areas
See Note 18 ("Segment Information") to our consolidated financial statements for further information regarding our operating segments and our geographic areas.
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Elektron Segment
The principal raw materials used in the Elektron Segment are magnesium, zircon sand, and rare earth oxides and metals.
Global demand for primary magnesium is estimated to be approximately 1.0 million metric tons per year, with China accounting for a significant majority of global production. Meaningful production capacity also exists outside of China, including producers in Israel, Brazil, Turkey, and Russia. Historically, magnesium used in products sold to the U.S. military was sourced exclusively from U.S. suppliers in order to meet domestic sourcing requirements. In recent years, we have qualified and been able to use non-U.S. sources for use in U.S. military applications.
Zirconium chemicals used in the Elektron Segment are derived primarily from zircon sand, which is recovered as a byproduct of heavy mineral sands and titanium dioxide production. Global zircon sand production is estimated to be between approximately 1.0 million and 1.5 million metric tons per year. We source premium-grade zircon sand from suppliers in South Africa, Senegal, Indonesia, and Australia, and also purchase intermediate zirconium chemicals from suppliers in China. The sourcing mix is influenced by required technical specifications, availability, and relative market pricing.
The Elektron Segment also uses certain rare earth metals as inputs in magnesium alloy formulations and zirconium-based products. There are 17 naturally occurring rare earth elements, which are typically found in combination with other mineral deposits and are valued for their magnetic, optical, and catalytic properties. Our most significant rare earth requirements are for cerium, which is used in automotive catalytic compounds, and yttrium, gadolinium and neodymium, primarily used in the manufacture of certain of our magnesium alloys.
Gas Cylinders Segment
The principal raw materials used in the Gas Cylinders Segment are high-strength carbon fiber and aluminum.
Our main carbon fiber suppliers include Toray, Hyosung and Mitsubishi. In recent years, carbon fiber markets have experienced periods of tight supply driven by increased demand from commercial aerospace, defense, and clean energy applications. Over time, we have established long-term supplier relationships supported by annual contractual arrangements and demand forecasts intended to improve supply continuity.
Aluminum is a significant input for the Gas Cylinders Segment and represented approximately 25% of segment raw material costs in 2025. Aluminum prices increased materially during 2022 and remained volatile through 2023, 2024 and into 2025, with prices generally above pre-2021 historical averages.
During 2025, Carbon fiber pricing conditions have remained firm, reflecting sustained demand from aerospace, defense, and energy-transition end markets, together with limited global production capacity.
The Gas Cylinders Segment generally seeks to pass through changes in raw material costs to customers through contractual pricing mechanisms. However, certain customer arrangements incorporate pricing structures such as look-back provisions or quarterly price lists, which can result in timing differences between movements in input costs and realized selling prices.
Graphic Arts Segment
The key raw material used in the Graphic Arts segment was magnesium. Magnesium purchases were impacted by the volatility in its prices, which contributed to the loss in market share outside of the U.S. and reduced performance of the segment in recent years.
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Our end-markets
Luxfer’s products serve a range of end-markets that demand specialized materials and engineered solutions. For 2025, Luxfer’s sales were principally derived from the following end-market categories:
Defense, First Response & Healthcare (46% of 2025 sales): Luxfer supplies products used to protect people, equipment, and infrastructure in defense, emergency response, and healthcare applications. Products serving these end-markets include:
•Magnesium powders used in aircraft countermeasure flares designed to protect against heat-seeking missiles.
•Flameless ration heaters used in Meals Ready-to-Eat supplied to military and emergency-relief organizations.
•High-pressure composite cylinders used in self-contained breathing apparatus (“SCBA”) for firefighters and other emergency responders.
•Lightweight aluminum and composite cylinders for the containment of oxygen and other medical and laboratory gases.
•Zirconium-based materials used in pharmaceutical manufacturing, biomedical applications, and dental products.
Area of Focus Product End-market drivers
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Transportation (28% of 2025 sales): Luxfer products support transportation markets focused on efficiency, emissions reduction, and alternative fuel adoption.Products serving transportation end-markets include:
•Lightweight, high-pressure carbon composite cylinders used for the storage and transport of compressed natural gas (“CNG”) and hydrogen in buses, trucks, and other commercial vehicles, as well as in the deployment of aircraft escape slides and cabin oxygen.
•Zirconium-based materials used in automotive catalytic converters and other emission-control applications.
•Magnesium alloys used in aerospace and automotive components to reduce weight and improve fuel efficiency.
Area of Focus Product End-market drivers
Specialty Industrial (26% of 2025 sales): Luxfer’s core technologies also serve a broad range of specialty industrial applications. Products serving specialty industrial end-markets include:
•Zirconium-based compounds used in industrial catalysis, advanced ceramics, specialty glass and environmental remediation applications.
•Magnesium alloys formed for use in general engineering, energy, and industrial applications.
•High-pressure gas cylinders used for storing specialty gases in high purity environments, calibration, beverage dispensing, scuba diving, and motorsport applications.
During the first half of 2025 prior to its sale, the Graphic Arts Segment served industrial and consumer-facing applications through the manufacture of magnesium, copper, brass, and zinc photo-engraving plates and embossing dies used primarily in luxury packaging, labels, greeting cards, and related graphic applications. Following the sale of the Graphic Arts business on July 2, 2025, Luxfer no longer serves these end-markets.
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Area of Focus Product End-market drivers
Our competitive advantages
Luxfer’s competitive position is built on technical expertise, differentiated materials science capabilities, long-standing customer relationships, and a disciplined operating framework.
Focus on innovation in specialized end-markets
Luxfer focuses on developing high-performance, value-added products for specialized end-markets where material performance, reliability, and weight reduction are critical. New products are frequently developed in close collaboration with customers to address application-specific requirements.
Strong technical expertise and proprietary know-how
Luxfer leverages deep expertise in metallurgy and materials science to develop advanced alloys, compounds, and engineered products designed to perform in demanding environments. This expertise is supported by proprietary technologies and a growing portfolio of patented products across both the Elektron and Gas Cylinders Segments.
Diversified customer base and long-standing relationships
Luxfer serves a diversified global customer base and maintains long-term relationships with many customers, including leading participants in defense, emergency response, transportation, and industrial markets. These relationships are supported by technical collaboration, consistent product quality, and customer service.
Luxfer Business System
The Luxfer Business System provides a structured framework for operational execution and continuous improvement across the organization. The system emphasizes customer focus, sustainable profitable growth, and value creation through the following core elements:
•Commercial Excellence
•Lean Operations
•Innovation
•Sustainability
•People Excellence
•Strategy Deployment
Seasonality
Luxfer’s operations experience some seasonality related primarily to planned manufacturing shutdowns and customer activity patterns. Most manufacturing sites undergo scheduled maintenance shutdowns, typically lasting approximately two weeks during the summer and one to two weeks around year-end holidays. As a result, activity levels in the second half of the year may be lower than in the first half.
In addition, certain manufacturing locations are subject to weather-related disruptions during winter months, which may affect production and shipments. Seasonal demand can also be volatile, as sales in certain product lines may increase in periods of heightened emergency response activity, such as during the summer hurricane season when our products are used in disaster relief efforts, which can lead to higher but less predictable revenue in those periods
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Research and Development
Luxfer considers research and development to be a critical driver of long-term growth and competitiveness. The Company continually invests in new product and process development aligned with its end-markets, leveraging the technical expertise of its engineers, metallurgists, manufacturing teams, and commercial technical staff.
Product development efforts are often conducted in close collaboration with customers to support integration of Luxfer products into customer designs. Luxfer also participates in collaborative research programs with universities in the United States, Canada, and Europe.
The Company believes that its continued investment in research and development, combined with technical collaboration and disciplined execution, supports its focus on high-performance, value-added products and markets.
Notable product developments include:
•UGR-E (Unitized Group Ration – Express) heater meals designed to deliver hot meals to multiple soldiers in combat or training environments;
•SoluMag® dissolvable magnesium alloys for downhole oil and gas applications;
•RotaMag® wrought magnesium alloys designed for high-strength structural components;
•G-Stor® ultra-lightweight composite cylinders for the containment and transportation of compressed natural gas, hydrogen, helium, and other gases;
•G-Stor® Hydrosphere multiple-element gas container (“MEG-C”) systems for large-capacity hydrogen storage and transportation. These systems have been deployed in hydrogen mobility and infrastructure projects;
Intellectual Property
Luxfer protects its intellectual property through a combination of patents, trade secrets, trademarks, copyrights, proprietary manufacturing processes, design rights, and contractual protections, including non-disclosure and invention assignment agreements.
The Elektron Segment holds patents related to aerospace and specialty magnesium alloys, environmental and water-treatment applications, emissions-control catalysts, and magnesium-based heater technologies. The Gas Cylinders Segment holds patents related to composite materials and pressurized cylinder designs. No individual patent or intellectual property asset is considered material to either reporting segment.
In certain areas, Luxfer relies more heavily on proprietary know-how and trade secrets rather than patent protection to maintain its competitive position.
Human Capital Management
As of December 31, 2025, Luxfer employed approximately 1,400 worldwide, fewer than 50 of whom supported discontinued operations. Of the approximately 1,350 employees associated with continuing operations, approximately 800 are employed in the United States and 550 are employed internationally.
Luxfer’s approach to human capital management focuses on attracting, retaining, and developing skilled employees while supporting safety, engagement, and operational performance. Oversight of human capital strategy is provided by the Board of Directors and Executive Leadership Team, with implementation supported by local leadership and human resources teams.
Occupational Health and Safety
Luxfer maintains health and safety policies, procedures, and training programs designed to protect employees and minimize workplace risk. The Company conducts regular site audits and tracks a combination of leading and lagging safety metrics, which are reviewed by management. In fiscal year 2025, Luxfer recorded ten lost time accidents, with no work-related fatalities.
Professional Growth and Development
Luxfer operates leadership development, succession planning, and workforce training programs designed to support employee development at all levels of the organization. Employees also have access to an online learning platform offering a broad range of professional, technical, and leadership development resources.
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Diversity, Inclusion, and Well-Being
Luxfer is committed to maintaining a diverse and inclusive workplace and provides training related to non-discrimination, anti-harassment, and unconscious bias. The Company offers competitive compensation and benefits tailored to local markets, including retirement savings plans, health benefits, paid leave, and employee share participation programs in the U.S. and U.K. Luxfer also provides wellness, fitness, and employee assistance programs designed to support employees’ financial, physical, and emotional well-being.
Available Information
The Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and related amendments are available free of charge on the Company’s website at www.luxfer.com as soon as reasonably practicable after filing with or furnishing to the Securities and Exchange Commission (“SEC”). Information contained on the Company’s website is not incorporated by reference into this report.
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Item 1A. Risk Factors
The risks described below are not the only risks facing us. Any of the following risks could materially and adversely affect our business, financial condition or results of operations. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition or results of operations. See also "Information Regarding Forward-Looking Statements" for certain warnings regarding forward-looking information contained in this document.
Economic and Industry risks
We depend on certain end-markets, and downturns or regulatory changes in those markets could adversely affect our sales, pricing and margins
We depend on certain end-markets, including automotive, alternative fuels, self-contained breathing apparatus ("SCBA"), aerospace, defense, healthcare and oil. Demand in these end-markets is influenced by macroeconomic conditions, customer inventory cycles, availability of credit, energy costs, government procurement cycles and regulatory change including the trade policy and tariff environment. If any of these end-markets experience a downturn, prolonged weakness, or adverse regulatory developments, our sales volumes, pricing and profit margins could be materially and adversely affected. Dependence of either of our segments on certain end-markets may be more pronounced, and it is possible that multiple end-markets could weaken at the same time.
Our global operations expose us to geopolitical, regulatory, trade and tax risks that could adversely affect our business and financial results
Our global operations expose us to economic conditions, potential tax costs, political risks and specific regulations or restrictions in the countries in which we operate, which could materially and adversely impact our results of operations, financial position and cash flows.
We derive sales and earnings from operations in multiple countries and are subject to risks associated with doing business internationally. We have wholly-owned operations in the U.S., the U.K., Canada and China, as well as a joint venture in Japan. Risks of operating internationally include adverse changes in political, social, financial, economic or regulatory conditions; difficulty in staffing and managing geographically diverse operations; and the costs of complying with local laws and regulations.
Trade policy volatility has already affected our operations. For example, tariffs and other trade measures between the U.S. and China, as well as broader restrictions affecting certain metals, rare earth materials and industrial inputs, have increased input costs and created supply chain uncertainty in recent periods. These measures have also required pricing actions, alternative sourcing strategies and, in some cases, increased working capital to secure supply. Future changes — including additional tariffs, retaliatory measures, quotas, customs enforcement actions, sanctions or export controls — could further increase our costs, disrupt supply chains, reduce demand and/or require operational changes on short notice. Changes in trade measures between major trading regions could materially and adversely affect our results of operations, financial position and cash flows because our supply chains and customer base are global.
We are also subject to taxes in multiple jurisdictions. Our tax burden depends on the interpretation and application of local tax laws, administrative practices and treaties. Changes in tax laws, tax authority interpretations, audit positions, or the geographic mix of earnings could increase our tax expense, cash taxes and/or effective tax rate and could materially and adversely affect our results of operations, financial position and cash flows.
Our reliance on major customers increases exposure to reductions in demand, loss of business and credit risk
Our operations rely on a number of large customers in certain areas of our business, and the loss of any major customer, a reduction in demand by a major customer, or a customer payment default could materially reduce our sales and profitability. Long-term relationships are especially important because we often work closely with customers to develop products to meet particular specifications as part of the design of a product intended for an end-user market. The bespoke nature of many of our products could make it difficult to replace lost customers quickly, and the loss of a significant customer could materially and adversely impact our results of operations, financial position and cash flows.
Our top 10 customers accounted for approximately 38% of our net sales in 2025. Any significant reduction in sales or customer payment default could materially and adversely affect our results of operations, financial position and cash flows.
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We depend upon our larger suppliers for a significant portion of our raw materials, and a loss of one of these suppliers, or a significant supply interruption could negatively impact our financial performance.
We rely to varying degrees on major suppliers for raw materials and components used in our engineered products, including aluminum, zirconium, magnesium, carbon fiber and rare earths. We generally purchase raw materials on a spot basis under standard terms and conditions and also maintain certain supply arrangements for key inputs. Supply disruptions, supplier financial distress, geopolitical events, trade restrictions, export controls, transportation constraints, or natural disasters could limit availability, increase lead times and raise costs. For example, our Elektron segment requires certain rare earth metals and oxides typically sourced from China for use in the manufacture of some magnesium alloys and in zirconium catalysts. The supply of these materials is subject to geopolitical, regulatory and trade risks, including export controls, licensing requirements and other government-imposed restrictions, the combined impact of which since the first half of 2025 has resulted in reduced availability and increased cost.
An interruption in the supply of essential raw materials or components, or a significant increase in costs due to shortages, quotas or other disruptions, could affect our ability to provide competitively priced products in a timely manner. In the event of supply constraints, we may need to purchase materials from alternative sources (potentially at higher prices), carry additional inventory, increase our prices, reduce margins or fail to meet delivery requirements, which could result in contractual penalties, loss of customer confidence and reduced future demand. We cannot assure that replacement materials would be available quickly on similar terms or at all. A prolonged or material disruption in the availability of raw materials could materially and adversely affect our results of operations, financial position and cash flows.
Volatility in raw material and energy costs, and limitations on passing through cost increases, could adversely affect margins and working capital
We are exposed to fluctuations in raw material and energy costs, including electricity and natural gas used in our manufacturing processes. We may not be able to pass cost increases through to customers immediately or at all due to fixed-price arrangements, competitive pressures or customer resistance. Significant increases in raw material or energy costs could reduce margins and/or increase working capital requirements, and higher input costs could make our products less attractive compared to alternatives (including competing products made from other materials), which could materially and adversely affect our results of operations, financial position and cash flows.
We are not dependent on any one supplier for our primary raw materials, but the business could be impacted by supply constraints. If, in the future, we are unable to obtain sufficient amounts of material on a timely basis, we may not be able to obtain raw materials from alternate sources at competitive prices. In addition, interruptions or reductions in our supply of raw materials could make it difficult to satisfy our customers’ delivery requirements, which could materially and adversely affect our business, financial condition, results of operations and cash flows.
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Fluctuations in foreign exchange rates could adversely affect reported sales, earnings, cash flows and net assets
We conduct commercial transactions in multiple currencies. Changes in exchange rates can reduce reported sales and earnings from non-U.S. operations and can decrease the profits of subsidiaries that incur costs in currencies different from the currencies in which they generate revenue. These transaction risks principally arise as a result of purchases of raw materials in U.S. dollars, coupled with sales of products to customers in euros. This impact is most pronounced in our exports to continental Europe from the U.K. In 2025, our U.K. operations sold approximately €39 million of goods into the Eurozone.
In addition, we have operating subsidiaries located in the U.K., Canada, China and Australia, as well as a joint venture in Japan, each of whose revenue, costs, assets and liabilities are denominated in local currencies. As our consolidated financial statements are reported in U.S. dollars, we are exposed to fluctuations in those currencies when those amounts are translated to U.S. dollars for purposes of reporting our consolidated financial statements, which may cause declines in results of operations. The largest risk is from our operations in the U.K., which, in 2025, generated an operating profit of $4.1 million and sales of $109.7 million. Fluctuations in exchange rates, particularly between the U.S. dollar and GBP sterling can have a material effect on our consolidated income statement and consolidated balance sheet. In 2025, movements in the average U.S. dollar exchange rate had a positive impact on net sales of $4.3 million. In 2024 movements in the average U.S. dollar exchange rate had a positive impact on net sales of $3.7 million. Changes in translation exchange rates increased net assets by $12.6 million in 2025, compared to a decrease of $4.6 million in 2024.
We use forward foreign currency exchange contracts to hedge portions of certain exposures, but hedging may not fully offset currency impacts and exposes us to market and credit risk, including counterparty risk. Currency volatility could materially and adversely affect our results of operations, financial position and cash flows.
For additional information on these risks, and the historical impact on our results, see ITEM 7A.
Our defined benefit pension obligations and related regulatory requirements could require additional funding and adversely affect our financial position and cash flows
We have defined benefit pension arrangements in the U.K. and in the U.S.. In 2023, the Company completed a buyout of the U.S. BA Holdings, Inc. Pension Plan with our remaining U.S. plan being immaterial (see ITEM 8, Note 15). Our largest defined benefit plan, the Luxfer Group Pension Plan, ('the Plan') which closed to new members in 1998, remained open for accrual of future benefits based on career-average salary until April 5, 2016. Following a consultation, it was agreed with the Trustees and plan members to close the Plan to future benefit accrual effective April 5, 2016. In addition, when increasing pension benefit payments, it was agreed to use CPI as the reference index in place of RPI where applicable.
The Plan is funded in accordance with U.K. regulatory requirements and, as of December 31, 2025, and December 31, 2024, had an accounting surplus of $54.9 million and $49.3 million, respectively. There is no guarantee that the surplus funding position will be maintained and adverse market movements could result in a reversion to a deficit funding position. According to the latest triennial actuarial valuation of the Plan as of March 31, 2024, the Plan had a surplus of £20.8 million. No contributions were made to the Plan during 2025 or 2024. Based on the most recent actuarial valuation and the associated funding agreement with the Trustee, the Plan was not subject to deficit recovery contributions during this period. The Trustee may request additional contributions, and the U.K. Pensions Regulator (“TPR”) has the power to require further funding in certain circumstances. We remain legally responsible for ensuring that the Plan has sufficient assets to meet its obligations as they fall due.
Subsequent to year end, in January 2026, the Trustees completed a full buy-in transaction with a U.K. insurer, substantially matching the Plan’s benefit obligations with corresponding cash-flow payments. While this transaction significantly reduces the Plan’s exposure to investment and funding risks, the Company remains legally responsible for the Plan and subject to applicable regulatory requirements. The buy-in is designed to substantially match the Plan’s benefit obligations with corresponding cash flow payments from the insurer, with effect from March 2026, in exchange for an agreed premium. As this transaction occurred after the balance sheet date, the measurement of the Plan’s assets or liabilities as of December 31, 2025 did not account for this event. The buy-in does not constitute a settlement event under ASC 715 which would trigger settlement accounting.
Pension obligations and related cash requirements are sensitive to market conditions, actuarial assumptions (including discount rates, inflation and longevity), asset performance, regulatory developments and trustee decisions. While the buy-in has reduced exposure to many of these risks, adverse developments could still result in increased funding or security requirements and could materially and adversely affect our results of operations, financial position and cash flows.
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Environmental and regulatory risks
The U.K. Pensions Regulator has statutory powers that could impose additional liabilities and restrict corporate activity
The U.K. Pensions Regulator has wide statutory powers that could, in certain circumstances, result in significant additional liabilities for the Group and restrict our ability to undertake corporate transactions.
The Pensions Regulator may issue a contribution notice or a financial support direction to participating employers in the Plan, other Group companies, or persons connected with or associated with those employers. Such action may be taken where an act or omission is considered to have avoided pension liabilities, materially weakened the likelihood of accrued benefits being paid, or where an employer is deemed to be insufficiently resourced. Any resulting liability may be as high as the difference between the pension plan’s assets and the cost of securing members’ benefits on a buy-out basis.
The Pension Schemes Act 2021 further expanded these powers, introducing new criminal and civil penalties (including unlimited fines) and additional notifiable-events requirements for certain corporate transactions. In practice, these powers may limit our ability to restructure the Group, dispose of businesses, or pay dividends, and may require us to provide additional funding or security to the pension plan. Any such requirements could materially and adversely affect our financial position, cash flows and results of operations.
Environmental laws and liabilities could require significant costs and adversely affect our financial position and results
Our operations are subject to environmental laws and regulations in the jurisdictions in which we operate. These regulations impose standards relating to emissions, wastewater discharges, hazardous materials handling, waste disposal, and soil and groundwater conditions, among other matters. Compliance requires ongoing costs, and we may incur liabilities for remediation and other obligations, including relating to historical activities and divested assets. We cannot assure that reserves, insurance or remediation plans will be adequate. Environmental liabilities, compliance failures or adverse regulatory changes could materially and adversely affect our results of operations, financial position and cash flows.
Health and safety regulations expose us to compliance costs and potential liabilities from workplace incidents
The health and safety of our employees and the safe operation of our business is subject to various health and safety regulations in each of the jurisdictions in which we operate. These regulations impose various obligations on us, including the provision of safe working environments and employee training on health and safety matters. Complying with these regulations involves recurring costs.
Regulatory approvals, certifications and export controls could limit our ability to sell products, enter markets or expand operations
Certain aspects of our operations are in highly regulated industries requiring product approvals, certifications and ongoing compliance. Requirements may vary across jurisdictions and can change over time. Delays in obtaining approvals, loss of certifications, changes in standards, or non-compliance could prevent us from selling products, entering markets, or expanding product lines and could subject us to penalties or other sanctions. We are also subject to export and import regulations with respect to certain products and materials.
Our customers are also often subject to similar regulations and risks. We therefore face the risk that our customers may have the demand for their products reduced as a result of regulatory matters that fall outside our direct control.
Any of these factors could materially and adversely affect our results of operations, financial position and cash flows.
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Climate change regulation and evolving disclosure requirements could increase costs and expose us to legal, operational and reputational risks
Our manufacturing processes, and those of many of our suppliers and customers, are energy-intensive and may generate greenhouse gas emissions directly or indirectly. We are subject to existing and evolving climate-related laws, emissions reporting obligations, and market-based mechanisms in the jurisdictions where we operate and sell products. Compliance may require capital investment and ongoing costs, including for monitoring, reporting and verification of emissions data and for emissions allowances or other charges where applicable.
Climate-related disclosure expectations also continue to evolve and may develop inconsistently across jurisdictions. In the U.S., the SEC adopted climate-related disclosure rules in 2024, pending judicial review, and the SEC subsequently voted to end its defense of those rules, contributing to uncertainty regarding the scope and timing of any U.S. federal climate disclosure requirements. Regardless of U.S. federal outcomes, customers, investors, lenders and non-U.S. regulatory regimes may continue to drive increased climate-related reporting requirements and expectations. These developments could increase compliance costs, create legal and reputational risk, and materially and adversely affect our results of operations, financial position and cash flows.
Product liability, warranty and recall risks could result in significant costs, litigation and reputational harm
Because of the nature and use of certain of our products, we may face product liability, warranty or other claims for personal injury, death or property damage, including from failures of products manufactured by us or by third parties incorporating our components. Even where claims lack merit, defense costs and management distraction can be significant. Claims could result in decreased demand, loss of existing business, reputational harm, regulatory scrutiny, fines, litigation costs, product recalls and a decline in our stock price. We do not carry insurance to cover the full potential expense of product recalls, and liabilities in excess of insurance coverage could materially and adversely affect our results of operations, financial position and cash flows.
Cybersecurity threats, data breaches and evolving disclosure obligations could disrupt operations and expose us to legal and financial risk
We increasingly rely on information technology systems and third-party service providers and have access to in the course of our business operations confidential information and personally identifiable information. We have experienced, and expect to continue to be subject to, cybersecurity threats and incidents, including employee error or misuse and sophisticated targeted attacks. While we devote resources to security measures, no system can be guaranteed secure, and incidents affecting us or our third-party providers could result in business disruption, data loss, reputational harm, litigation, regulatory investigations or fines, and increased remediation and protection costs.
In addition, enhanced public company cybersecurity disclosure requirements may increase legal and reputational risk and may require accelerated public disclosure following a materiality determination, even while an incident is still being investigated. This could increase the likelihood of securities litigation and regulatory scrutiny and could create competitive sensitivity and increased costs. Failure to comply with applicable data protection laws, including the GDPR and U.K. GDPR, could result in significant fines and claims for compensation and could materially and adversely affect our results of operations, financial position and cash flows.
Future cybersecurity breaches, general information security incidents, further increases in data protection costs or failure to comply with relevant legal obligations regarding protection of data could thereforematerially and adversely affect our results of operations, financial position and cash flows. See ITEM 1C for further information regarding disclosed our Cybersecurity procedures.
Legacy liabilities from previously owned or divested businesses could result in future claims and financial exposure
We have sold or closed businesses over time. Products and services provided during prior periods may still give rise to claims, including product liability, environmental or other liabilities. Such claims could be costly and could materially and adversely affect our operations, financial position and cash flows.
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Risks associated with products, technology and intellectual property
Our ability to protect intellectual property and proprietary information affects our competitive position and profitability
Our profitability depends in part on our ability to protect proprietary information and intellectual property rights. We rely on patents, trade secrets, trademarks and confidentiality agreements. Our intellectual property rights may be challenged, invalidated, circumvented or may not provide meaningful protection in all jurisdictions. Some key patents have expired or will expire in coming years, potentially reducing barriers to entry and increasing pricing pressure. If we cannot protect or enforce our rights, or if we are forced to rebrand products due to trademark challenges, our competitive position could suffer and our results of operations, financial position and cash flows could be materially and adversely affected.
Dependence on third-party intellectual property and potential infringement claims could disrupt operations and increase costs
We license certain technologies from third parties and may be exposed to risks if licenses expire, terminate, are non-exclusive, or become unavailable on acceptable terms. We may also be subject to claims that our products or processes infringe third-party intellectual property. If such claims are successful, we could be required to pay damages, cease manufacturing certain products, redesign products, obtain costly licenses, or be prevented from entering certain markets. Defense costs and diversion of management attention could be significant and could materially and adversely affect our results.
Our performance depends on continued research, development and successful innovation
Our products are highly technical. To maintain and improve our market position, we depend on continued research and development and timely innovation. We may experience delays in development, or innovations may not achieve market acceptance or profitability. Competitive products and substitute materials may reduce demand for our offerings, and without timely improvements or new products, our existing products could become less competitive or obsolete, materially and adversely affecting our results of operations, financial position and cash flows.
We collaborate research with universities, and in addition spent $4.3 million, $4.4 million and $4.6 million in 2025, 2024 and 2023, respectively, on our own research and development activities. We expect to fund our future research and development expenditure requirements through operating cash flows and restricted levels of indebtedness, but if operating profit decreases, we may not be able to invest in research and development or continue to develop new products or enhancements.
Operational Risks
We may pursue acquisitions, which involve integration challenges, financial risks and uncertainty regarding expected benefits
We may pursue acquisitions as part of our strategy. Acquisitions and integrations involve risks, including unidentified liabilities, integration challenges, increased indebtedness, impairment charges, loss of key personnel, and distraction of management. We cannot assure that acquisitions will achieve anticipated benefits, and any adverse outcome could materially and adversely affect our results.
Failures to perform under supplier or customer contracts could result in penalties, loss of business and reputational harm
Failures to perform under supplier or customer contracts could result in penalties, damages, loss of business, or reputational harm. Certain supplier contracts may include minimum purchase commitments, and certain customer contracts may include firm delivery requirements. Demand weakness or operational disruptions could increase exposure under such provisions and could materially and adversely affect our results.
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We rely on key personnel and skilled employees, and failure to attract or retain talent could adversely affect our operations
We rely on key executives and technical personnel. Loss of key personnel or inability to attract and retain qualified employees could harm our ability to execute strategy and maintain technical capabilities and could materially and adversely affect our results. We do not carry key person insurance covering the loss of any of our executives or employees.
Fraud, control failures or errors in finance processes could result in financial loss, misstatement and regulatory exposure
Our business relies on the accurate and timely processing of financial transactions and the proper operation of finance and accounting processes across the Group. These processes involve the use of manual inputs, judgment and reliance on information provided by employees and third parties. There is a risk that fraudulent transactions, unauthorized activities, misappropriation of assets or deliberate circumvention of controls could occur, as well as a risk of errors arising from human error, inadequate segregation of duties, system limitations or process failures. Such incidents could result in financial losses, misstatement of our financial results, regulatory scrutiny, litigation, reputational harm and a loss of investor and stakeholder confidence. Any material failure to prevent, detect or correct fraudulent activity or significant errors within the finance process could materially and adversely affect our results of operations, financial position and cash flows.
Business interruptions at our production facilities could disrupt operations and adversely affect results and cash flows
Our production facilities could experience interruptions due to severe weather, natural disasters, fires, explosions, equipment failure, utility outages, terrorism, pandemics or labor disruptions. Some products and processes involve materials that are flammable or potentially explosive if mishandled. Such events could cause injuries, property damage, environmental harm, operational disruptions and reputational damage. Insurance may not cover all losses, and interruptions could materially and adversely affect our results and cash flows.
Labor relations and reliance on unionized workforces could disrupt operations and increase costs
Some facilities rely on unionized labor. Strikes, lock-outs, labor disputes or other work stoppages could disrupt operations and materially and adversely affect our results.
We depend on distributions from subsidiaries to meet obligations, and restrictions could limit our ability to fund operations or dividends
Luxfer Holdings PLC operates through subsidiaries and depends on distributions from those subsidiaries to fund obligations, dividends and corporate activities. Subsidiary distributions may be restricted by law, contractual arrangements, and operating needs. If subsidiaries are unable to make distributions, our ability to fund operations, service debt or pay dividends may be adversely affected.
Our indebtedness and financing arrangements could limit flexibility and expose us to refinancing and interest rate risk
Our indebtedness could affect our ability to fund working capital, capital expenditures, acquisitions and dividends. Debt agreements contain restrictive covenants that may limit strategic flexibility. Rising interest rates could increase interest expense on floating-rate debt. If we cannot generate sufficient cash to service debt or refinance maturities on acceptable terms, we may need to refinance, sell assets, reduce investment, or raise equity, any of which could materially and adversely affect our business and results.
As of December 31, 2025, we had $25.0 million of indebtedness under our senior notes (the "Loan Notes") due in 2026. There was also a $15.3 million drawn balance on the revolving credit facility ("RCF"), with $109.7 million of headroom remaining as of 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.
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General risks
Future dividends are at the discretion of our Board and may be reduced or suspended based on financial and legal constraints
Future dividends are at the discretion of our Board and depend on many factors, including results of operations, cash requirements, debt facilities, financial position, contractual restrictions and applicable laws. Under English law, dividends may be paid only from profits available for distribution. Any change in dividend levels, or suspension of dividends, could adversely affect the market price of our ordinary shares.
Compliance with U.S. securities laws and internal control requirements could result in increased costs and expose us to reporting and control risks
As a U.S. public company, we are subject to extensive U.S. securities law reporting requirements, including obligations to design, maintain, and assess the effectiveness of internal control over financial reporting. These controls provide reasonable, not absolute, assurance that financial information is reliable and that fraud is prevented or detected. Failure to maintain effective internal controls could result in inaccurate financial reporting, inability to prevent or detect fraud, loss of investor confidence, regulatory scrutiny, and a decline in the market price of our ordinary shares. In addition, compliance with these reporting and control requirements places a significant and ongoing strain on management's time and operational, and financial resources, as management must evaluate and report on the effectiveness of internal controls annually under Section 404(a) and quarterly under Section 302 of the Sarbanes-Oxley Act, which includes ongoing system and process evaluation and testing.
Our incorporation outside the United States and the location of certain directors, officers and assets may make it difficult to enforce U.S. judgments
Luxfer is incorporated in England and Wales, and certain directors and officers reside outside the U.S. A substantial portion of our assets and the assets of such persons are located outside the U.S. As a result, it may be difficult to effect service of process within the U.S. or to enforce U.S. judgments against the Company or such persons based on U.S. federal securities laws.
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Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Overview
Luxfer recognizes that as business-efficiency demands lead to a more digitized world, cybersecurity and privacy risks have become critical business issues. Luxfer understands the systemic nature of these threats to the safety of our Company, customers, and employees. Consequently, Luxfer has integrated cybersecurity risk management into our broader enterprise risk management processes. Luxfer is committed to safeguarding and protecting our information technology (“IT”) network, equipment, and systems against cybersecurity threats to ensure our security and reduce risk.
Process and Standards
We devote significant resources to network security, data encryption, monitoring, and system maintenance. Our cybersecurity program is aligned with best practices, specifically the DFARS / NIST 800-171 IT Security Standard for US Government Contractors, reflecting our global operational footprint. During the year, we further strengthened our defense strategy through the enterprise-wide implementation of Sophos Endpoint Detection and Response (EDR) solutions, enhancing our real-time threat analysis and mitigation capabilities across our network. To ensure long-term success, we are committed to discovering and preparing for potential threats through the following mechanisms:
•Incident Response: We maintain an incident response plan that establishes procedures for reporting and handling cybersecurity events.
•Audits and Assessments: We perform periodic security audits and assessments, regularly engaging qualified independent third parties to assess our cybersecurity maturity and control environment.
•Third-Party Risk: We depend on third-party vendors for firewalls, virus solutions, and backups. To manage this risk, our IT professionals perform due diligence and risk analyses on vendors, verifying security testing prior to software installation.
As of the date of the filing of this Form 10-K, we are not aware of any successful attempts by third parties to gain access to our systems that have had, or are reasonably likely to have, a material effect on our business, operations, or financial condition. Although no incidents have been material to date, we recognize that cyber-attacks are becoming more sophisticated and our network remains potentially vulnerable.
Governance
Objectives
We will continually review and update our existing governance, policies, and practices, when necessary, to address the following objectives:
•Business Continuity, Availability, and Asset Protection: Ensure continuous business operations and safeguard the availability, integrity, and confidentiality of technology, data, intellectual property, and network infrastructure assets.
•Cybersecurity Resilience and Incident Management: Strengthen cyber-resiliency by enhancing controls for the rapid detection, mitigation, and effective response to cybersecurity incidents.
•Compliance and Data Governance: Maintain comprehensive compliance with all applicable external regulations (such as GDPR) and internal policies, including requirements for customer and employee confidentiality and privacy.
Board of Directors Oversight
The Board of Directors is responsible for overseeing cybersecurity, information security, and technology risk as part of its regular risk oversight function. The Board, comprised of independent Non-Executive Directors and one Executive Director, receives regular reports on information security matters from the Senior Leadership team at least quarterly as it is their responsibility to oversee Management's actions to identify, access, mitigate and remediate material risk.
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Management's Role
The cybersecurity program is managed by our IT Steering Committee, which maintains the vision, strategy, and operation of the program.
•Committee Structure: The Committee is chaired by a member of the executive leadership team and includes IT Managers from across the company.
•Operational Responsibility: Local IT teams, managed by IT Managers, are responsible for the day-to-day implementation and monitoring of IT policies within their respective business units.
•Expertise: IT personnel are qualified within their respective roles and are provided with the resources necessary to carry out their responsibilities.
Human Capital and Training
Luxfer view it’s employees as a key line of defense. In addition to global policies covering IT security standards, Luxfer maintains a comprehensive, mandatory compliance training program. This includes:
•Policy Attestation: Employees must review applicable IT policies and attest to their understanding and agreement to comply.
•Phishing Simulations: The IT Steering Committee conducts internal phishing simulations to test employee reactions and collect metrics, such as click rates, to pinpoint trouble spots and target additional training.
Risks
Luxfer is committed to discovering and preparing for all potential cybersecurity threats. We set out below certain mitigating actions that we believe help us manage our principal cybersecurity risks.
Technical and Operational Risk
Risk Description:
Luxfer's operations are dependent on IT systems. A successful cyber-attack (including disruption to the network, systems, and services) could inhibit business operations, impacting sales, production, and cash flows. Furthermore, reliance on third-party vendors for core services (e.g., firewalls, backup solutions) introduces external risk if their measures are compromised.
Management of Risk:
•Layered Defense: Implementation of technical controls including firewalls, threat monitoring systems, protected cloud architecture, and frequent security patching.
•System Integrity: Phasing out vulnerable operating systems, updating legacy servers with advanced security features, and ensuring core operating data applications are fully backed up.
•Vendor Due Diligence: Our IT professionals perform thorough due diligence and risk analysis on all third-party vendors, verifying sufficient security testing before software installation and regularly monitoring access permissions.
Human and Employee Risk
Risk Description:
Employees represent a key vulnerability, as advancing cyber-attacks and phishing scams may lead to failure in recognizing threats or relying solely on automated defenses.
Management of Risk:
•Mandatory Training: Global policies cover IT security standards, and a comprehensive, mandatory compliance training and awareness program educates all employees on threat recognition and incident reporting.
•Phishing Simulations: Internal phishing simulations are continuously carried out to engage employees, raise awareness, and collect metrics (e.g., click rate) to pinpoint trouble spots and target additional, specific training where needed. All results are reported to the Senior Leadership Team.
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Regulatory and Assessment Risk
Risk Description:
Non-compliance with regulations, such as the UK General Data Protection Regulation (GDPR), which governs personally identifiable information security, can result in significant fines or litigation following a data breach.
Management & Controls:
•Compliance Framework: We make every effort to comply with GDPR and other applicable regulations through best practices, including annual review of the Data Protection Policy and implementation of secure systems and access control measures.
•Audits and Assessments: Periodic security audits and assessments are performed across the cybersecurity program. We regularly engage qualified independent third parties to assess cybersecurity maturity, review the security control environment, and ensure operating effectiveness.
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Item 2. Properties
Our principal executive office in the United States is located in premises in Riverside, California and we also have a corporate office located in owned premises in Manchester, United Kingdom. Our operations are conducted in facilities throughout the world. These facilities house manufacturing and distribution operations, as well as sales and distribution offices.
Elektron manufacturing operations are carried out at four operational facilities in the United States and one facility in the United Kingdom.
We own or lease Gas Cylinders manufacturing facilities at two sites in the United States and at one site in each of the United Kingdom, Canada, and China. We ceased manufacturing at our Pomona, California facility in December 2025. Previously, we had entered into a sublease for an already unused portion of this facility in 2024. We also maintain a sales and distribution office in Australia.
Our Graphic Arts manufacturing operations were previously conducted at a leased facility in the United States and an owned site in the United Kingdom. Following the divestiture of the Graphic Arts business in 2025, the U.S. facility was transferred to the new owners as part of the sale. We now lease a portion of the owned Manchester, site to the purchasers of the U.K operation.
We have a further plant in the United States, Superform U.S., which is classified as discontinued operations.
Our manufacturing plants comprise both owned and leased properties. We believe that our production facilities are suitable for their purpose and are adequate to support our businesses.
Elektron
Tamaqua, PA Magnesium powders Own 65,000
Flemington, NJ Zirconium chemicals Own 65,000
Cincinnati, OH Magnesium heating pads Lease 175,000
Saxonburg, PA Magnesium powders Own 70,000
Gas Cylinders
Nottingham, England Composite and aluminum cylinders Lease 145,000
Calgary, Canada Composite cylinders Lease 65,000
Pomona, CA Composite cylinders2 Lease 100,000
Riverside, CA Composite cylinders Lease / Own 125,000
Shanghai, China Composite cylinders Lease 15,000
Discontinued operations
Riverside, CA Aluminum panels Lease 50,000
1Following the divestiture of the Graphic Arts reporting segment in 2025, a portion of our owned Manchester site (held by Luxfer MEL Technologies, within Elektron) is being leased to the new owners of Graphic Arts. This area totals approximately 40,000 square feet and is excluded from the reported approximate area of our Manchester manufacturing site.
2Ceased production in 2025
Item 3. Legal Proceedings
The Company is a defendant in various lawsuits and is subject to various claims that arise in the normal course of business, the most significant of which are summarized in Note 22 (subsequent events) to the consolidated financial statements in ITEM 8.
Item 4. Mine Safety Disclosures
Not applicable.
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PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is listed on the New York Stock Exchange and is traded under the symbol "LXFR." As of December 31, 2025, the Company had 17 shareholders of record.
Dividends
Throughout 2023, 2024 and 2025 the Company paid quarterly dividends of $0.130 per ordinary share. This equated to $13.9 million paid in 2025, $14.0 million in 2024 and $14.0 million in 2023 respectively. A further dividend of $3.5 million was declared and paid in the first quarter of 2026. The declaration and payment of any future dividends will be at the discretion of our Board of Directors and will depend upon our results of operations, cash requirements, financial position, contractual restrictions, restrictions imposed by our indebtedness, any future debt agreements or applicable laws and other factors that our Board of Directors may deem relevant. As with all dividends declared to date, we expect future dividends to be paid out of our earnings.
Any payment of dividends is also subject to the provisions of the U.K. Companies Act, according to which dividends may only be paid out of profits available for distribution determined by reference to financial statements prepared in accordance with the Companies Act and the International Accounting Standards Board, which differ in some respects from U.S. GAAP. In the event that dividends are paid in the future, holders of the ordinary shares will be entitled to receive payments in U.S. dollars in respect of dividends on the underlying ordinary shares in accordance with the deposit agreement. Furthermore, because we are a holding company, any dividend payments would depend on cash flows from our subsidiaries.
United Kingdom tax consequences for holders of common stock
The United Kingdom tax consequences discussed below do not reflect a complete analysis or listing of all the possible United Kingdom tax consequences that may be relevant to holders of our common stock. Moreover, the statements below only apply to holders of our common stock who are residents for tax purposes outside of the United Kingdom.
Investors should consult their own tax advisers in respect of the tax consequences related to receipt, ownership, purchase or sale or other disposition of our common stock.
United Kingdom withholding tax
Under current law, the Company is not required to make any deduction or withholding for or on account of United Kingdom tax from dividends distributed on our common stock, irrespective of the tax residence or individual circumstances of the recipient shareholder.
United Kingdom income tax on dividends
A non-United Kingdom tax resident holder of our common stock will not be subject to United Kingdom income taxes on dividend income and similar distributions in respect of our shares, unless the shares are attributable to a permanent establishment or a fixed place of business maintained in the United Kingdom by such non-United Kingdom holder.
Stamp duty and stamp duty reserve tax ("SDRT")
While the ordinary shares are held within a depository trust company ("DTC"), provided that DTC satisfies various conditions specified in U.K. legislation, electronic book-entry transfers of such shares should not be subject to U.K. stamp duty, and agreements to transfer such shares should not be subject to U.K. stamp duty reserve tax (“SDRT”). The parties have obtained confirmation of this position by way of formal clearance by HMRC. Likewise, transfers of, or agreements to transfer, the ordinary shares from the DTC clearance service into another clearance service or into a depository receipt system should not, provided that the other clearance service or depository receipt system satisfies various conditions specified in U.K. legislation, be subject to U.K. stamp duty or SDRT.
In the event that the ordinary shares have left the DTC clearance service, other than into another clearance service or depository receipt system, any subsequent transfer of, or agreement to transfer, such ordinary shares may, subject to any available exemption or relief, be subject to U.K. stamp duty or SDRT at a rate of 0.5% of the consideration for such transfer or agreement. Any such U.K. stamp duty or SDRT will generally be payable by the transferee and must be paid (and any relevant transfer document stamped by HMRC) before the transfer can be registered in the books of Luxfer Holdings PLC.
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In the event that ordinary shares which have left the DTC clearance service, other than into another clearance service or depository receipt system, are subsequently transferred back into a clearance service or depository receipt system, such transfer, or agreement to transfer, may, subject to any available exemption or relief, be subject to U.K. stamp duty or SDRT at a rate of 1.5% of the consideration for such transfer (or, where there is no such consideration, 1.5% of the value of such ordinary shares). In practice, this liability for stamp duty or SDRT is generally borne by the person depositing the relevant shares in the clearance service or depository receipt system.
Share performance graph
The following information under the caption "Share Performance Graph" in this ITEM 5 of this Annual Report on Form 10-K is not deemed to be "soliciting material" or to be "filed" with the SEC or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the liabilities of Section 18 of the Exchange Act and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent we specifically incorporate it by reference into such a filing.
The following graph sets forth the cumulative total shareholder return on our ordinary shares for the last five years, assuming an investment of $100 on December 31, 2020, and the reinvestment of all dividends since that date to December 31, 2025. The graph also contains for comparison purposes the Russell 2000 Index, assuming the same investment level and reinvestment of dividends. By virtue of our market capitalization and characteristics, we believe the Russell 2000 Index is an appropriate published industry index for comparison purposes.
Purchase of Equity Securities
As part of a weekly and opportunistic share buyback program, in 2025, the Company purchased 246,875 ordinary shares in open-market transactions for a total cost of $3.1 million. The following table shows this by quarter.
Total number of shares purchased Average price paid per share
The Board of Directors have authorized the repurchase of 50,000 of our ordinary shares in the first quarter of 2026 and up to a maximum of 200,000 for the year.
Item 6. [Reserved]
Not applicable
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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Information regarding forward-looking statements
This Annual Report on Form 10-K contains certain statements, statistics and projections that are, or may be, forward-looking. These forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other factors that could cause our actual results of operations, financial condition, liquidity, performance, prospects, opportunities, achievements or industry results, as well as those of the markets we serve or intend to serve, to differ materially from those expressed in, or suggested by, these forward-looking statements. The accuracy and completeness of all such statements, including, without limitation, statements regarding our future financial position, strategy, plans and objectives for the management of future operations, is not warranted or guaranteed. These statements typically contain words such as "believes," "intends," "expects," "anticipates," "estimates," "may," "will," "should" and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Although we believe that the expectations reflected in such statements are reasonable, no assurance can be given that such expectations will prove to be correct. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, factors identified in "Business," "Risk factors," and "Management's Discussion and Analysis of Financial Condition and Results of Operations," or elsewhere in this Annual Report, as well as:
•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;
•worldwide economic and business conditions and conditions in the industries in which we operate;
•potential or actual tariffs, and other political risks worldwide;
•future pandemics;
•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;
•currency fluctuations and other financial risks;
•our ability to protect our intellectual property;
•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;
•relationships with our customers and suppliers;
•increased competition from other companies in the industries in which we operate;
•changing technology;
•our ability to execute and integrate new acquisitions;
•claims for personal injury, death or property damage arising from the use of products produced by us;
•the occurrence of accidents or other interruptions to our production processes;
•changes in our business strategy or development plans, and our expected level of capital expenditure;
•our ability to attract and retain qualified personnel;
•restrictions on the ability of Luxfer Holdings PLC to receive dividends or loans from certain of its subsidiaries;
•climate change regulations and the potential impact on energy costs;
•regulatory, environmental, legislative and judicial developments; and
•our intention to pay dividends.
Please read the sections "Business," "Risk factors," and "Management's Discussion and Analysis of Financial Condition and Results of Operations," of this Annual Report on Form 10-K for a more complete discussion of the factors that could affect our performance and the industries in which we operate, as well as those discussed in other documents we file or furnish with the SEC.
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About Luxfer
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.
Key trends regarding our existing business
Operating objectives and trends
In 2026, we expect the following operating objectives and trends to impact our business:
•Focus on navigating near-term uncertainties while maintaining strategic discipline for long-term growth;
•Completion of recently launched centers of excellence programs involving footprint optimization, manufacturing excellence through automation and margin improvement;
•Navigating market volatility, tariffs and wider impact from these, including alternative sourcing arrangements for rare earth materials;
•Execution of select capital investment projects to support our strategy of profitable growth while improving our infrastructure;
•Continued emphasis on operating cash generation and maintaining strong working capital performance; and
•Focus on recruiting, developing, maintaining talent, and driving a high-performance culture.
•Continued evaluation of strategic alternatives in response to the strategic review concluded in 2024.
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CONSOLIDATED RESULTS OF OPERATIONS
The consolidated results of operations from continuing operations of Luxfer were as follows:
Years ended December 31, % / point change
Selling, general and administrative expenses (49.1) (48.1) (48.7) 2.1 % (1.2) %
Research and development (4.3) (4.4) (4.6) (2.3) % (4.3) %
% of net sales 1.1 % 1.1 % 1.1 % — —
Impairment charges — — (12.7) — (100.0) %
% of net sales — % — % 3.1 % — (3.1)
Disposal related costs (2.0) (12.2) — (83.6) % n/a
Other (costs) / income (0.8) 7.7 — (110.4) % n/a
% of net sales (0.2) % 2.0 % — % (2.2) 2.0
Gain on disposal of assets held-for-sale — 6.1 — (100.0) % n/a
% of net sales — % 1.6 % — % (1.6) 1.6
Defined benefit pension credit / (charge) 1.3 1.6 (7.6) (18.8) % (121.1) %
(Provision) / credit for income taxes (9.1) (8.2) 7.1 11.0 % (215.5) %
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Net sales
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.
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%.
Revenue was positively impacted from:
•Strong sales of Meals Ready to Eat (MREs) and Unitized Group Rations (UGR-E);
•Greater demand for magnesium aerospace alloys;
•Increased sales of magnesium powders for both commercial and defense use; and
•Higher demand for cylinders used in aerospace and space exploration projects.
These increases have been partially offset by:
•Significant reduction in Alternative Fuel cylinder sales, as well as those used for SCBA and medical purposes; and
•Decrease in sales of zirconium powders, specifically those used for automotive catalysis.
Gross profit
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.
Selling, general and administrative expenses ("SG&A")
Excluding Graphic Arts, SG&A costs as a percentage of sales have increased by 0.5 percentage points in 2025 from 2024.
Research and development costs
Excluding Graphic Arts, research and development costs as a percentage of sales remained flat in 2025 from 2024.
Restructuring charges
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.
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.
The remaining $2.5 million restructuring charge related to severance and other costs.
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Disposal related costs
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.
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.
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.
Other (Costs) / income
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.
In 2025, other costs of $0.8million relate to fees incurred in relation the Company’s ongoing strategic review.
Gain on Disposal of assets held for sale
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.
Net interest expense
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.
Defined benefit pension credit
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.
Provision for income taxes
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.
2024 compared with 2023
For a discussion comparing our consolidated operating results for the year ended December 31, 2024, with the year ended December 31, 2023, refer to Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation - Discussion and Analysis - Consolidated Operating Results in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the U.S. Securities and Exchange Commission on February 25, 2025. This section is incorporated by reference into this Annual Report on Form 10-K for the year ended December 31, 2025.
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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP MEASURES
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.
Year-to-date
In millions except per share data 2025 2024
Accounting charges relating to acquisitions and disposals of businesses:
Amortization on acquired intangibles 0.8 — 0.8 0.8 — 0.8
Defined benefit pension credit (1.3) — (1.3) (1.6) — (1.6)
Restructuring charges 9.0 — 9.0 4.7 — 4.7
Gain on disposal of assets held-for-sale — — — (6.1) — (6.1)
Other costs 0.8 — 0.8 — — —
Less:
Legal cost recovery — — — (7.7) — (7.7)
Tax on legal cost recovery — — — 1.8 — 1.8
Adjusted earnings / (loss) per ordinary share (1)
Impact of legal cost recovery — — — (0.22) — (0.22)
(1) For the purpose of calculating diluted earnings per share, the weighted average number of ordinary shares outstanding during the financial year has been adjusted for the dilutive effects of all potential ordinary shares and share options granted to employees.
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Year-to-date
In millions except per share data 2025 2024
Add back:
Loss on disposal of property, plant and equipment — — — 0.1 — 0.1
Less:
Legal cost recovery — — — (7.7) — (7.7)
Year-to-date
In millions except per share data 2025 2024
Add back:
Provision / (credit) for income taxes 9.1 0.1 9.0 8.2 (1.3) 9.5
Adjusted provision / (credit) for income taxes 8.7 (0.6) 9.3 9.1 (0.7) 9.8
In millions Gas Cylinders Elektron Graphic Arts Total
In millions Gas Cylinders Elektron Graphic Arts Total
Loss on disposal of property, plant and equipment — 0.1 — $ 0.1
In millions Gas Cylinders Elektron Graphic Arts Total
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SEGMENT RESULTS OF OPERATIONS
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.
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.
GAS CYLINDERS
The results of operations from the Gas Cylinders segment are for continuing operations only.
The net sales, adjusted EBITA and adjusted EBITDA for Gas Cylinders were as follows:
Years ended December 31, % / point change
Adjusted EBITA % of net sales 6.7 % 7.8 % 6.8 % (1.1) 1.0
Adjusted EBITDA % of net sales 8.6 % 9.7 % 9.0 % (1.1) 0.7
Net sales
The 6.2% decrease in Gas Cylinders sales in 2025 from 2024 was primarily the result of:
•Continued softness in demand of Alternative Fuels cylinders;
•Lower sales of medical and SCBA cylinders.
These decreases have been partially offset by:
•Gains in sales of aerospace cylinders, which serve commercial aircraft and space exploration programs.
Adjusted EBITA
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.
Adjusted EBITDA
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.
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ELEKTRON
The net sales, adjusted EBITA and adjusted EBITDA for Elektron were as follows:
Years ended December 31, % / point change
Net sales
The 11.6% increase in Elektron sales in 2025 from 2024 was primarily the result of:
•Significant increase in sales of Meals Ready to Eat ("MREs") and Unitized Group Rations "(UGR-E");
•Increase in sales of magnesium powders for both commercial and defense use;
•Continued recovery in sales of magnesium aerospace alloys; and
•Improved demand for oil and gas alloys.
These increases were partially offset by:
•Decrease in sales of zirconium powders for both commercial and defense use; and
•Lower sales of automotive catalysis materials.
Adjusted EBITA
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.
Adjusted EBITDA
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.
GRAPHIC ARTS
The net sales, adjusted EBITA and adjusted EBITDA for Graphic Arts were as follows:
Years ended December 31, % / point change
Adjusted EBITA % of net sales (19.4) % (9.8) % (20.6) % (9.6) 10.8
Adjusted EBITDA % of net sales (19.4) % (9.8) % (14.3) % (9.6) 4.5
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.
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LIQUIDITY AND CAPITAL RESOURCES
Our liquidity requirements arise primarily from obligations under our indebtedness, capital expenditures, acquisitions, the funding of working capital and the funding of hedging facilities to manage foreign exchange and commodity purchase price risks. We meet these requirements primarily through cash flows from operating activities, cash deposits and borrowings under the Revolving Credit Facility and accompanying ancillary hedging facilities and the Loan Note due in 2026. Our principal liquidity needs are:
•funding acquisitions, including deferred contingent consideration payments;
•capital expenditure requirements;
•payment of shareholder dividends;
•servicing interest on the Loan Notes, which is payable at each quarter end, in addition to interest and / or commitment fees on the Senior Facilities Agreement;
•working capital requirements, particularly in the short term as we aim to achieve organic sales growth; and
•hedging facilities used to manage our foreign exchange risks.
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.
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.
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.
Our ability to maintain or increase the generation of cash from our operations in the future will depend significantly on the competitiveness of and demand for our products, including our success in launching new products. Achieving such success is a key objective of our business strategy. Due to commercial, competitive and external economic factors, however, we cannot guarantee that we will generate sufficient cash flows from operations or that future working capital will be available in an amount sufficient to enable us to service our indebtedness or make necessary capital expenditures.
Cash Flows from Continuing Operations
Operating activities
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.
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Investing activities
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:
Capital expenditures
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.
Proceeds from assets held for sale
In September 2024, the Company sold a previously held-for-sale building in the Elektron segment for $7.3 million. Consideration was paid in full in October 2024.
Proceeds from sale of businesses
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.
Financing activities
In 2025, net cash used in financing activities was $25.0 million, (2024: $44.0 million). During the year, the Company repaid $3.1 million of bank overdrafts (2024: $1.5 million repaid), made net repayments of $3.2 million on its borrowing facilities (2024: net repayments of $25.7 million) and incurred $0.9 million of costs related to the refinancing of its shelf facility (2024: nil).
Dividend payments totaled $13.9 million in 2025 (2024: $14.0 million), representing $0.52 per ordinary share in both periods
In addition, during 2025, the Company spent $3.1 million repurchasing 246,875 shares, (2024: $2.3 million repurchasing 200,000 shares) and paid $0.8 million in settling share based compensation awards (2024: $0.5 million).
Loan Note 2026
The Note Purchase Agreement contains customary covenants and events of default, in each case with customary and appropriate grace periods and thresholds. In addition, the Note Purchase Agreement requires us to maintain compliance with a minimum interest coverage ratio and a leverage ratio. The interest coverage ratio measures our EBITDA (as defined in the Note Purchase Agreement) to Net Finance Charges (as defined in the Note Purchase Agreement). We are required to maintain an interest coverage ratio of 4.0:1. The leverage ratio measures our Total Net Debt (as defined in the Note Purchase Agreement) to Adjusted Acquisition EBITDA (as defined in the Note Purchase Agreement). We are required to maintain a leverage ratio of no more than 3.0:1. We have been in compliance with the covenants under the Note Purchase Agreement throughout all of the quarterly measurement dates from and including September 30, 2011, to December 31, 2025. The Loan Note due 2026 and the Note Purchase Agreement are governed by the law of the State of New York.
The Loan Note due 2026 is denominated in U.S. dollars, which creates a natural partial offset between the dollar-denominated net assets and earnings of our U.S. operations and the dollar-denominated debt and related interest expense of the notes. We have included the Note Purchase Agreement and a form of the Loan Note due 2026 as exhibits to this Annual Report and refer you to the exhibits for more information on the Note Purchase Agreement and the Loan Note due 2026.
Senior Facilities Agreement
Our Senior Facilities Agreement was refinanced in July 2025, for more information see Note 12.
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).
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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.
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.
Interest rates and fees. Borrowings under the facility bear an interest rate equal to an applicable margin plus either EURIBOR, in the case of amounts drawn in euros, or SONIA (Sterling Overnight Index Average), in the case of amounts drawn in GBP sterling or U.S. dollars.
The tables below sets out the range of ratios and the related margin percentage currently in effect.
Leverage Margin
(% per annum)
Less than or equal to 2.5:1, but greater than 2.0:1 2.50
Less than or equal to 2.0:1, but greater than 1.5:1 2.25
Less than or equal to 1.5:1, but greater than 1.0:1 2.00
Less than or equal to 1.0:1 1.75
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.