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What changed in LUXFER HOLDINGS PLC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of LUXFER HOLDINGS PLC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+293 added−408 removedSource: 10-K (2026-02-24) vs 10-K (2025-02-25)

Top changes in LUXFER HOLDINGS PLC's 2025 10-K

293 paragraphs added · 408 removed · 162 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeNational Institute for Occupational Safety and Health (NIOSH) standards and natural replacement cycles • Asian and European fire services looking to adopt more modern SCBA equipment Military countermeasure flares • Ultra-fine magnesium powders for flares used to protect aircraft from attack by heat-seeking missiles • Military combat and training exercises • Maintenance of countermeasures reserves (shelf-life restrictions) Support of personnel in hazardous conditons • Self-heating meals used by military personnel and emergency-relief agencies • Chemical detection and chemical decontamination kits • Ensuring protection and well-being for military personnel and victims of natural disasters • Military combat and training Medical gases • Portable aluminum and composite cylinders • Demand for lightweight products to upgrade from heavy all-metal cylinders • Growing trend to provide oxygen therapy in the home and to keep patients mobile Orthopedics • Magnesium sheets • Improved mobility through use of easy-to-wear, lightweight braces and trusses Pharmaceuticals • MELsorb® material used in dialysis equipment and enterosorbents • Zirconium compounds as a base material for pharmaceutical applications • New technologies to remove noxious elements from the body 4 Transportation (29% of 2024 sales): Many Luxfer products serve a growing need to improve and safeguard the environment in the field of transportation, including our (i) lightweight, high-pressure carbon composite cylinders that contain compressed natural gas and hydrogen; (ii) zirconium-based products that reduce automotive and other emissions; and (iii) lightweight magnesium alloys used in fuel-efficient aerospace and automotive designs.
Biggest changeNational Institute for Occupational Safety and Health (“NIOSH”) standards and natural replacement cycles • Adoption of modern SCBA equipment by Asian and European fire service Military countermeasure flares • Ultra-fine magnesium powders used in flares to protect aircraft from heat-seeking missiles • Military combat operations and training activity • Maintenance and replenishment of countermeasure inventories subject to shelf-life limitations Support of personnel in hazardous conditions • Self-heating meals used by military personnel and emergency-relief agencies • Chemical detection and chemical decontamination kits • Military combat operations and training requirements • Disaster-response and humanitarian relief operations • Protection of personnel operating in hazardous or contaminated environments Medical gases • Portable aluminum and composite cylinders for oxygen and other medical gases • Transition from heavy all-metal cylinders to lightweight alternatives • Growth in home-based oxygen therapy and demand for patient mobility Orthopedics • Magnesium sheet products used in braces and trusses • Demand for lightweight, easy-to-wear orthopedic supports that improve patient comfort and mobility Pharmaceuticals • MELsorb ® materials used in dialysis equipment and enterosorbents • Zirconium-based compounds used as base materials for pharmaceutical applications • Development of new technologies to remove toxins and noxious elements from the body • Ongoing demand for specialty materials in pharmaceutical manufacturing 4 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.
Available Information Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q , Current Reports on Form 8-K and any exhibits or amendments to such are made available, free of charge, on our website at http://www.luxfer.com as soon as reasonably practicable after we electronically file such reports with, or furnish them to, the Securities and Exchange Commission ("SEC").
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”).
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. 2 Elektron Segment Key raw materials used by our Elektron Segment are magnesium, zircon sand and rare earths.
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. 2 Elektron Segment The principal raw materials used in the Elektron Segment are magnesium, zircon sand, and rare earth oxides and metals.
We believe that we have leading positions in key product areas, including magnesium alloys and powders for aerospace, military, and commercial applications, zirconium chemicals for automotive catalytic converters and industrial catalysis, high-pressure composite cylinders for self-contained breathing apparatus, as well as transport and storage of compressed natural gas ("CNG") and hydrogen, photo-engraving plates, and a wide variety of other uses.
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.
Area of Focus Product End-market drivers Alternative fuels • AF cylinders and systems • Bulk gas storage transportation cylinders and systems • Clean energy initiatives • Availability and pricing of natural gas and hydrogen • Increasing adoption of hydrogen as a fuel source for public transport, particularly in Europe • Growing availability of CNG filling infrastructure Environmental catalysis (cleaning of exhaust emissions) • Zirconium compounds used in automotive catalytic converters • Legislation and regulation aimed at reducing emissions from internal combustion engines, including gasoline particulate filtration • Pricing of zirconium compounds compared to the use of precious metals • Increasing demand for gasoline-electric hybrid vehicles, though partially offset by demand for battery electric vehicles Civil and military aerospace • Elektron® aerospace alloys in cast, extruded, and sheet form • Cylinders for deployment of aircraft escape slides and delivery of cabin oxygen • Growth in the global aircraft market • Emphasis on reducing the weight of aircraft components to increase fuel efficiency Lightweighting in performance automotive • Magnesium alloys used for wheels in high-performance vehicles • Desire for light-weighting in high-performance vehicles 5 General industrial (27% of 2024 sales): Our core technologies serve various industrial markets and applications.
Area of Focus Product End-market drivers Alternative fuels • Carbon composite alternative-fuel (“AF”) cylinders and fuel storage systems • Bulk gas storage and transportation cylinders and systems • Clean-energy and decarbonization initiatives across public and commercial transport • Availability and relative pricing of natural gas and hydrogen • Increasing adoption of hydrogen-powered buses and commercial vehicles, particularly in Europe • Expanding compressed natural gas (“CNG”) refueling infrastructure Environmental catalysis (exhaust emissions control) • Zirconium-based compounds used in automotive catalytic converters • Emissions legislation aimed at reducing pollutants from internal combustion engines, including gasoline particulate filtration • Relative pricing and availability of zirconium compounds compared to precious-metal alternatives • Continued production of gasoline and hybrid vehicles, partially offset by growth in battery electric vehicles Civil and defense aerospace • Elektron ® magnesium aerospace alloys in cast, extruded, and sheet form • Cylinders used in aircraft escape slide deployment and cabin oxygen systems • Growth in the global commercial aircraft fleet and defense aviation activity • Ongoing focus on weight reduction to improve fuel efficiency and aircraft performance Space exploration • Cylinders used in space launch vehicle applications • Increasing number of launches due to space exploration and deployment of satellites Performance automotive lightweighting • Magnesium alloys used in wheels and structural components for high-performance vehicles • Demand for lightweight materials to enhance vehicle performance and efficiency Specialty Industrial (26% of 2025 sales): Luxfer’s core technologies also serve a broad range of specialty industrial applications.
In 2024, sales from our Graphic Arts Segment represented approximately 8% (2023: 8%, 2022: 9%) of our consolidated net sales. Our top ten customers represented 38% of segment sales. No singular customer represented 10% or more of our Graphic Arts Segment sales.
Our top ten customers represented 44% of segment sales. No singular customer represented 10% or more of our Graphic Arts Segment sales.
In 2024, our net sales from continuing operations were $391.9 million (2023: $405.0 million, 2022: $423.4 million), and our net income from continuing operations was $18.3 million (2023: $2.6 million loss, 2022: $32.0 income). Luxfer operates in three business segments - Elektron, Gas Cylinders and Graphic Arts.
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.
Our main carbon fiber suppliers include Toray, Hyosung and Mitsubishi. In recent years, the carbon fiber has experienced periods of tight supply conditions due to increased demand for commercial aerospace, military and clean energy applications.
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.
Key product lines include: • Magnesium, copper, and zinc photo-engraving plates for graphic arts and luxury packaging. • Developer solutions to aide the engraving process. • Solid wrought magnesium slab and sheet used in various industrial and aerospace applications.
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.
Area of Focus Product End-market drivers Life-support breathing apparatus • Composite cylinders used in self-contained breathing apparatus ("SCBA") • Increased awareness of importance of properly equipping firefighting services • Demand for lightweight products to upgrade from heavy all-metal cylinders • Periodic upgrade of new U.S.
Area of Focus Product End-market drivers Life-support breathing apparatus • Composite cylinders used in self-contained breathing apparatus ("SCBA") • Increased focus on firefighter and emergency-responder safety • Ongoing replacement of heavier all-metal cylinders with lightweight composite alternatives • Periodic updates to U.S.
Elektron Segment Our Elektron Segment focuses on specialty materials based primarily on magnesium and zirconium. In 2024, sales from our Elektron Segment represented approximately 45% (2023: 46%, 2022: 48%) of our consolidated net sales from continuing operations. Our top ten customers represented 50% of segment sales. No singular customer represented 10% or more of our Elektron Segment sales.
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.
A conclusion of the strategic review announced in October 2023 determined that the Graphic Arts business no longer aligns with Luxfer's value proposition, hence we are executing a sales process with the intention of divesting this business in 2025. It is therefore classified as held-for-sale as at December 31,2024.
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.
Magnesium purchases have been impacted by the volatility in its prices, as detailed above, which has contributed to the loss in market share outside of the U.S. and reduced performance of the segment.
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. 3 Our end-markets Luxfer’s products serve a range of end-markets that demand specialized materials and engineered solutions.
Of the approximately 1,450 employees associated with continuing operations, approximately 900 are employed in the United States and 550 are employed internationally. Attracting and retaining talent is key to Luxfer's business system.
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.
Area of Focus Product End-market drivers General engineering • Magnesium billets, sheets, coil, tooling plates • Zirconium ceramic compounds for hard working components • Need for components to operate in more extreme environments for longer periods, such as underground or in the ocean Hydraulic fracturing or "fracking" • Dissolvable SoluMag ® magnesium alloy • Onshore oil and gas exploration Paper • Bacote™ and Zirmel™, both formaldehyde-free insolubilizers that aid high-quality printing • Elimination of toxic chemicals Specialty gases • Cylinders for transportation and / or storage of gases requiring high stability or purity • Demand for electronics and semiconductors Graphic arts • Photo-engraving plates • Luxury packaging as part of marketing high-end products Our competitive advantages Focus on innovation and product development for growing specialized end-markets.
Following the sale of the Graphic Arts business on July 2, 2025, Luxfer no longer serves these end-markets. 5 Area of Focus Product End-market drivers General engineering • Magnesium billets, sheet, coil, and tooling plate • Zirconium ceramic compounds used in wear-resistant components • Demand for materials capable of operating reliably in increasingly harsh and demanding environments, including subsea, underground, and high-temperature applications Hydraulic fracturing (“fracking”) • SoluMag ® dissolvable magnesium alloy • Onshore oil and gas exploration and completion activity • Use of dissolvable materials to improve well productivity and reduce intervention costs Paper and packaging chemicals • Bacote™ and Zirmel™, formaldehyde-free insolubilizers used in high-quality printing applications • Continued substitution away from toxic and regulated chemicals • Demand for high-quality printing and packaging solutions Specialty gases • High-pressure cylinders for the transportation and storage of gases requiring high purity or stability • Demand from electronics, semiconductor, and specialty industrial gas markets Graphic arts • Magnesium photo-engraving plates • Demand for luxury packaging, labels, and decorative finishes prior to the sale of the Graphic Arts business on July 2, 2025 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.
These products include zirconium-based compounds to purify drinking water and clean industrial exhausts; magnesium alloys shaped for use in various general engineering applications; and high-pressure gas cylinders used for high-purity specialty gases, beverage dispensing, scuba diving and performance racing. Our metal foil-stamping and embossing dies are used primarily for luxury packaging, labels and greeting cards.
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.
The world demand for magnesium is around between 1,000,000 and 1,500,000 metric tons per year. China provides about 85% of the world supply. Production outside of China, however, is significant, including, Dead Sea Magnesium in Israel, RIMA Industrial in Brazil, and smaller producers in Turkey and Russia.
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.
Shutdowns typically last two weeks in the summer and one to two weeks around the year-end holidays, resulting in reduced levels of activity in the second half of the year compared to the first half. Third quarter and fourth quarter sales and operating profit can be affected by our own manufacturing site shutdowns and by shutdowns of various industrial customers.
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.
Key product lines include: • Advanced lightweight, corrosion-resistant and heat- and flame-resistant magnesium alloys for use in aerospace, automotive and oil and gas applications. • Magnesium powders used in countermeasure flares that protect aircraft from heat-seeking missiles and also for the manufacture of heating pads for self-heating meals used by the military and emergency-relief agencies. • High-performance zirconium-based materials and oxides used as catalysts and in the manufacture of advanced ceramics, fiber-optic fuel cells, pharmaceuticals and many other performance products.
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. 1 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.
We historically used only U.S.-sourced materials for our products sold to the U.S. military, for which U.S. sourcing is mandatory. However, in recent years we have qualified non-U.S.-sourced material for sale to the U.S. military. Given the force majeure previously declared by U.S.
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.
All functional business units report a mixture of leading and lagging metrics to assess health and safety performance, which are reviewed regularly by executive leadership and management. In fiscal year 2024, the Company had 8 Lost Time Accidents and an Incident Frequency Rate of 2.44 per year with no work-related fatalities.
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.
These products include magnesium powders used for countermeasure flares that defend aircraft against heat-seeking missiles, flameless ration heaters used in meals Ready-to-Eat, cylinders used in SCBA equipment for firefighters and other emergency service personnel, and chemical detection and decontamination products.
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.
Thanks to the ingenuity of our own research and development teams, Luxfer has developed a steady stream of new products, most recently including: • Soluble magnesium alloys, branded SoluMag ® , for down-well oil and gas applications; • Wrought magnesium base alloys, branded RotaMag ® , for high strength part applications; • Ultra-lightweight large composite cylinders, branded G-Stor ® , for containment of CNG, hydrogen, helium and other gases; • AF systems solutions for buses, trucks and bulk gas transportation, including the new G-Stor ® Hydrosphere multiple element gas container; • Zirconium catalysts for automotive end-use, including advances in gasoline particulate filtration used in hybrid vehicles; • L7X ® high-strength aluminum alloy and carbon composite gas cylinders; • Unitized Group Ration - Express (UGR-E) heater meals developed to deliver hot meals to multiple soldiers in a combat or training environment; and • Improved performance magnesium photoengraving plates including the recently-launched OptiMag ® We believe that our commitment to research and new product development, through dedicated resources and significant use of management's time, forms the core of Luxfer's growth potential.
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.
We generally have passed through changes in input costs to our customers, however, due to some of our Gas Cylinders Segment contracts containing look-back provisions, and other customers ordering from quarterly price lists, it can result in a lag versus input costs. Graphic Arts Segment The key raw material used in the Graphic Arts segment is magnesium.
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.
Three customers represented 18%, 14% and 10% respectively, of our Gas Cylinders Segment sales. No other singular customer represented greater than 10% of Gas Cylinders Segment sales. Key product lines include: • Carbon fiber composite cylinders for self-contained breathing apparatus (SCBA), used by firefighters and other emergency-responders.
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.
As a result, the business remains on the balance sheet as held-for-sale at December 31, 2024 and December 31, 2023. Results from Superform U.S. are disclosed as discontinued in the income statement for the corresponding years' of ownership. Graphic Arts Segment Our Graphic Arts Segment focuses on magnesium photo-engraving plates, engraving metals and etching chemicals.
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.
We purchase and process zircon sand, which is found in heavy-minerals sand, titanium dioxide and other products. Global production of zircon sand is estimated between 1,000,000 and 1,500,000 metric tons per year. We source premium-grade zircon sand from suppliers in South Africa, Senegal, Indonesia and Australia. We also purchase intermediate zirconium chemicals from suppliers in China.
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.
Gas Cylinders Segment Our Gas Cylinders Segment manufactures and markets specialized, highly-engineered cylinders using carbon composites and aluminum alloys. In 2024, sales from our Gas Cylinders Segment represented approximately 47% (2023: 46%, 2022: 43%) of our consolidated net sales. Our top ten customers represented 62% of segment sales.
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.
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Item 1. Business Background and business overview 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.
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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.
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Luxfer's high-performance materials, components and high-pressure gas containment devices are used in defense, first response and healthcare, transportation and general industrial applications. We focus primarily on product lines related to magnesium alloys, zirconium chemicals, aluminum cylinders and carbon composites.
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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.
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We have a long history of innovation derived from our strong technical expertise, and we work closely with customers to apply solutions to their most demanding product needs. Our proprietary technologies and technical expertise, coupled with strong customer service and global presence, provide competitive advantages and have established us as leaders in the global markets we serve.
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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.
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We have a global presence, operating 13 manufacturing plants in the U.S., the U.K., Canada and China, one of which relates to discontinued operations, and we also have a joint venture in Japan. We employ approximately 1,500 people, including temporary staff, of which fewer than 50 support our discontinued operations.
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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).
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Our products are also used by scuba divers and personnel in potentially hazardous environments, such as mines. • Carbon fiber composite cylinders for compressed natural gas (CNG) and hydrogen containment and transportation, ultimately used to power alternative fuel (AF) vehicles. • Cylinders used for the containment of oxygen and other medical gases used by patients, healthcare facilities and laboratories. 1 Our Superform U.S. business, is expected to be sold within the next twelve months.
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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.
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Magnesium LLC, and the current idling of the plant, we do not know when or if we will be able to recommence the magnesium ingot purchases with this supplier. We generally purchase raw materials from suppliers on a spot basis under previously contracted terms and conditions and have been able to source magnesium from alternate suppliers.
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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.
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The level of these purchases is based on a number of factors, including required properties and relative market prices. There are 17 rare earth metals that are commonly found in nature. Usually mixed together with other mineral deposits, these rare earths exhibit magnetic and light-emitting properties that make them invaluable to high-technology manufacturers.
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Superform U.S. The Superform U.S. business is expected to be sold within the next twelve months.
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These rare earth metals are used as ingredients in our zirconium chemical and magnesium alloy products. Our largest rare earth requirement is cerium, which we use in automotive catalysis compounds because of its unique oxygen-storage capabilities. Gas Cylinders Segment Key raw materials used in the Gas Cylinders Segment include high-strength carbon fiber and aluminum.
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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.
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Over time, we have built relationships with our suppliers, providing them predictable requirements and annual contracts that help to ensure procurement of our required volume of carbon fiber. In 2024, aluminum represented approximately 25% of Gas Cylinders Segment's raw material costs in 2024.
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The business was sold on July 2, 2025. All information included within this section relates to continuing operations, unless otherwise stated.
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The price of aluminum, and carbon fiber, has been volatile in the past and increased substantially in 2022, continued through 2023 and has remained throughout 2024.
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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.
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Consistent with our Elektron segment, magnesium used in U.S. production was previously purchased exclusively from the U.S. but since the previous force majeure declared by our U.S. supplier, purchases have been sourced from a number of non-U.S. sources.
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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.
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Magnesium prices for U.S. production peaked in 2022 at approximately four times the historical price before falling back to around one-and-a-half times in 2023 and has continued to fall in 2024.
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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.
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Due to the nature of the production process, the purchase price of magnesium can take up to 12 months to be fully recognized in the income statement and the business has benefited from these lower costs throughout 2024. 3 Our end-markets Key end-markets for Luxfer products fall into three categories: Defense, First Response & Healthcare (44% of 2024 sales): Luxfer offers many products that help to protect people, equipment and property in hazardous conditions, conflicts and emergencies.
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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.
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Other products include lightweight gas cylinders for containment of medical and laboratory gases, zirconium powders for pharmaceutical products, and zirconium materials for biomedical applications and dental implants.
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Graphic Arts Segment The key raw material used in the Graphic Arts segment was magnesium.
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Our high-quality magnesium, copper, brass and zinc plates are ideal for these and other graphic applications.
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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.
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We continue to produce a steady stream of new products, including those developed in close collaboration with our customers. Strong technical expertise and know-how. Using our expertise in metallurgy and material science, we specialize in advanced materials, developing products with superior performance to satisfy the most demanding requirements in the most extreme environments.
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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.
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Further, we benefit from the growth in the number of our patented products, including many of our alloys and compounds. Diversified customer base with long-standing relationships. We put the customer at the heart of our strategy, and we have long-standing relationships with many of our customers, including global leaders in our key markets. Luxfer Business System.
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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.
Removed
The Luxfer Business System serves as a tool to realize growth potential embedded in our business.
Added
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.
Removed
The system places emphasis on serving the customer, enabling sustainable profitable growth and value creation, consisting of the following key themes: • Commercial Excellence • Lean Operations • Innovation • Sustainability • People Excellence • Strategy Deployment 6 Seasonality Historically, we have shutdown periods at most of our manufacturing sites, during which we carry out maintenance work.
Added
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.
Removed
We also operate in various geographic areas that are susceptible to bad weather during winter months, such as Calgary, Canada, and various U.S. states. Bad weather can unexpectedly disrupt production and shipments from our manufacturing facilities, which can lead to reduced revenue and operating profit.
Added
Luxfer Business System The Luxfer Business System provides a structured framework for operational execution and continuous improvement across the organization.
Removed
Additionally, we manufacture products that are used in graphic arts and premium packaging, seasonal demand for which increases ahead of the year-end holidays. Research and Development Luxfer recognizes the importance of research in materials science and the need to develop innovative new products to meet future needs of customers and to grow sales and operating profit.
Added
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.
Removed
Each year, we invest in the development of new products and processes directed towards our end-markets. Our product development projects also include utilizing skills of our wider commercial technical sales staff, manufacturing engineers and general management, many of whom are highly qualified scientists and engineers.
Added
In addition, certain manufacturing locations are subject to weather-related disruptions during winter months, which may affect production and shipments.
Removed
A large proportion of senior sales and management time is spent overseeing development of products and working with customers on integrating our products and solutions into their product designs. To provide customers with improving products and services, we invest in new technology and research and employ some of the world's leading specialists in materials science and metallurgy.
Added
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 6 Research and Development Luxfer considers research and development to be a critical driver of long-term growth and competitiveness.
Removed
Our engineers and metallurgists collaborate closely with our customers to design, develop and manufacture our products. We also co-sponsor ongoing research programs at major universities in the U.S., Canada and Europe.
Added
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.
Removed
This commitment reflects our strategy of focusing on high-performance, value-added products and markets as well as leveraging our collaboration with universities.
Added
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.
Removed
We invest in developing products for end-markets that we believe hold long-term growth potential. 7 Intellectual Property Luxfer relies on a combination of patents, trade secrets, copyrights, trademarks, and proprietary manufacturing processes and design rights, together with non-disclosure agreements and technical measures, to establish and protect proprietary rights in our products.
Added
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.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

40 edited+58 added−153 removed4 unchanged
Biggest changeAny of these factors could have a material adverse impact on our results of operations, financial position and cash flows. 21 General risks Our ability to pay regular dividends on our ordinary shares is subject to the discretion of our Board of Directors and will depend on many factors, including our results of operations, cash requirements, financial position, contractual restrictions, applicable laws and other factors, and may be limited by our structure and statutory restrictions and restrictions imposed by the Revolving Credit Facility and the Loan Notes, as well as any future debt facilities.
Biggest changeIn 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. 15 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.
In addition to subsidiaries in the U.S., 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.
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.
We derive our sales and earnings from operations in many 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.
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.
Any significant reduction in sales or customer payment default could have an adverse material impact on our results of operations, financial position and cash flows. 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.
Any significant reduction in sales or customer payment default could materially and adversely affect our results of operations, financial position and cash flows. 9 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.
However, following a consultation, it was agreed with the Trustees and plan members to close the Luxfer Group Pension Plan in the U.K. to future accrual of benefits, effective from April 5, 2016. Moreover, when increasing pension benefit payments, it was agreed to use the CPI as the reference index, in place of the RPI where applicable.
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.
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 therefore have a material adverse effect on our results of operations, financial position and cash flows. See ITEM 1C for further information regarding disclosed our Cybersecurity procedures.
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.
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.
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.
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 have a material adverse impact on our results of operations, financial position and cash flows.
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.
Economic and Industry risks We depend on certain end-markets, including automotive, alternative fuels, self-contained breathing apparatus ("SCBA"), aerospace, defense, healthcare, oil and gas and printing and paper. An economic downturn, or regulatory changes, in any of those end-markets, could reduce sales and profit margins on those end-markets.
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.
In addition to benefiting from our research collaboration with universities, we spent $4.4 million, $4.6 million and $4.9 million in 2024, 2023 and 2022, respectively, on our own research and development activities.
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 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. This would in turn reduce demand for our products and have a negative financial impact on our operating results.
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.
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.
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.
These foreign exchange risks could have a material adverse effect on 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.
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.
An interruption in the supply of essential raw materials used in our production processes or an increase in the costs of raw materials due to market shortages, supplier financial difficulties, government quotas or natural disturbances, could significantly affect our ability to provide competitively priced products to customers in a timely manner.
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 2023 movements in the average U.S. dollar exchange rate had a positive impact on net sales of $2.8 million. Changes in translation exchange rates decreased net assets by $4.6 million in 2024, compared to an increase of $7.3 million in 2023.
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.
We do not carry key person insurance covering the loss of any of our executives or employees. In addition, future operating results depend in part upon our ability to attract and retain qualified engineering 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.
We rely, to varying degrees, on major suppliers for some of the principal raw materials of our engineered products, including aluminum, zirconium and carbon fiber. We generally purchase raw materials from suppliers on a spot basis under standard terms and conditions. We also enter into supply contracts with Rio Tinto Alcan for a substantial portion of our aluminum requirements.
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.
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.
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.
In addition, interruptions or reductions in our supply of raw materials could make it difficult to satisfy our customers’ delivery requirements, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
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. 10 Fluctuations in foreign exchange rates could adversely affect reported sales, earnings, cash flows and net assets We conduct commercial transactions in multiple currencies.
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 2024, our U.K. operations sold approximately €47 million of goods into the Eurozone.
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.
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.
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.
Fluctuations in exchange rates, particularly between the U.S. dollar and GBP sterling (which has been subject to significant fluctuations, as described above), can have a material effect on our consolidated income statement and consolidated balance sheet. In 2024, movements in the average U.S. dollar exchange rate had a positive impact impact on net sales of $3.7 million.
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.
Moreover, we do not currently carry insurance to cover the expense of product recalls, and litigation involving significant product recalls or product liability could have a material adverse effect on our results of operations, financial position and cash flows.
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.
According to the latest triennial actuarial valuation of the Luxfer Group Pension Plan as of March 31, 2024, the Luxfer Group Pension Plan had a surplus of £20.8 million (reduced from £12.2 million deficit at the previous valuation in April 2021).
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.
Management are required to report on the effectiveness of our internal control over financial reporting, as required annually by Section 404(a), and quarterly by Section 302 of the Sarbanes-Oxley Act, for which we perform system and process evaluation and testing of our internal control over financial reporting.
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.
We often work closely with customers to develop products that 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 10 could make it difficult to replace lost customers. Our top 10 customers accounted for approximately 39% of our net sales in 2024.
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.
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 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.
Our operations rely on a number of large customers in certain areas of our business, and the loss of any of our major customers could negatively impact our results of operations.
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.
Additionally, any change in the level of our dividends or the suspension of the payment thereof could adversely affect the market price of our ordinary shares.
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.
Therefore, it may not be possible to effect service of process within the U.S. upon Luxfer or these persons in order to enforce judgments of U.S. courts against Luxfer or these persons based on the civil liability provisions of the U.S. federal securities laws.
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. 16 Item 1B. Unresolved Staff Comments None.
Doing business in different countries has risks, including the potential for adverse changes in the local, social, political, financial or regulatory climate, difficulty in staffing and managing geographically diverse operations, and the costs of complying with a variety of laws and regulations. For example, the potential implementation of tariffs on imports suggested by U.S.
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.
We can provide no assurance that we would be able to obtain replacement materials quickly on similar terms or at all. Failure to maintain relationships with key suppliers or to develop relationships with alternative suppliers could have a material adverse effect on our results of operations, financial position and cash flows.
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.
It may be difficult to effect service of U.S. process and enforce U.S. legal processes against the directors of Luxfer. Luxfer is a public limited company incorporated under the laws of England and Wales. Some of our directors and officers reside outside of the U.S., principally in the U.K.
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.
In the event of a significant interruption in the supply of any materials used in our production processes, or a significant increase in their prices, we may have to purchase these materials from alternative sources, build additional inventory of raw materials, increase our prices, reduce our margins or possibly fail to fill customer orders by deadlines required in contracts, which could result in, amongst other things, contractual penalties.
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.
Without the timely introduction of new products or enhancements to existing products, our products could become obsolete over time, in which case our results of operations, financial position and cash flows could be adversely affected. Increased climate control regulation could negatively impact sales of our products.
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.
Like other global companies, we have experienced, and expect to continue to be subject to, cybersecurity threats and incidents, ranging from employee error or misuse, individual attempts to gain unauthorized access to information 15 technology systems, and to sophisticated and targeted measures known as advanced persistent threats, none of which have been material to the Company to date.
We have experienced, and expect to continue to be subject to, cybersecurity threats and incidents, including employee error or misuse and sophisticated targeted attacks.
These laws and regulations increasingly impose more stringent environmental protection standards on us with respect to, among other things, air emissions, wastewater discharges, the use and handling of hazardous materials, noise levels, waste disposal practices, soil and groundwater contamination and environmental clean-up. Complying with these regulations involves significant and recurring costs.
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.
We are exposed to fluctuations in the costs of the raw materials that are used to manufacture our products, and such fluctuations could lead us to incur unexpected costs and could affect our margins and / or working capital requirements.
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 also experience delays in completing development of, enhancements to or new versions of our products, and product innovations may not achieve the market penetration or price stability necessary for profitability.
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.
Environmental and regulatory risks The Pensions Regulator in the U.K. has the power in certain circumstances to issue contribution notices or financial support directions that, if issued, could result in significant liabilities arising for us.
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.
Removed
We have significant exposures to certain end-markets, including some end-markets that are cyclical in nature or subject to high levels of regulatory control, including automotive, SCBA, aerospace and defense. Dependence of either of our segments on certain end-markets is even more pronounced.
Added
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.
Removed
To the extent that any of these cyclical end-markets are in decline, at a low point in their economic cycle, or subject to regulatory change, sales and margins on those sales may be adversely affected. It is possible that all or most of these end-markets could be in decline at the same time, i.e. during an economic downturn.
Added
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.
Removed
Any significant reduction in sales could have a material adverse impact on our results of operations, financial position and cash flows.
Added
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.
Removed
President Donald Trump on Canadian, Mexican, Chinese and European products would mean that our results could be affected through a rise in costs. There is the potential for tariffs to expand further, e.g. between the U.S. and the U.K. and Europe, which could impact movement of goods.
Added
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.
Removed
In 2024, for third party revenue, we made a combined $22.9 million of sales from Canada and the U.K. to the U.S., with no sales from China to the U.S.. The U.S. in return made combined sales of $24.8 million to Europe (EU countries), U.K., Canada, and China.
Added
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.
Removed
The total exposure across the group is therefore a combined $47.7 or 12.2% of sales. Due to the fact we have operations in many countries, we are also liable to pay taxes in many fiscal jurisdictions. Our tax burden depends on the interpretation of local tax regulations, bilateral or multilateral international tax treaties and the administrative doctrines in each jurisdiction.
Added
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.
Removed
Changes in these tax regulations may increase our tax burden, or otherwise affect our accounting for taxes. For example, in March 2021, the U.K. government announced an increase in the statutory rate of Corporation tax from the current 19% to 25%, which became effective in April 2023, and increased the tax burden on earnings from our U.K. operations.
Added
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.
Removed
The principal markets for our products are located in North America, Europe and Asia, and any financial difficulties experienced in these markets may have a material adverse impact on our businesses. For example, the maturity of some of our markets, could require us to increase sales in developing regions, which may involve greater economic and political risks.
Added
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.
Removed
We cannot provide any assurances that we will be able to expand sales in these regions. Any of these factors could have a material adverse impact on our results of operations, financial position and cash flows.
Added
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.
Removed
If we fail to maintain our relationships with our major customers, or fail to replace lost customers, or if there is reduced demand from our customers or for products produced by our customers, such failures or reduced demand could materially reduce our sales.
Added
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.
Removed
In addition, we could experience a reduction in sales if any of our customers fail to perform or default on any payment pursuant to our contracts with them. Long-term relationships with customers are especially important for suppliers of intermediate materials and components such as ourselves.
Added
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.
Removed
In addition, we have supply contracts in place with U.S. Magnesium for raw material purchases of magnesium ingot for both military and commercial applications, although given the force majeure previously declared by U.S.
Added
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.
Removed
Magnesium LLC, and the current idling of the plant, we do not know when or if we will be able to recommence the magnesium ingot purchases with this supplier. However, we were able to successfully secure magnesium from alternative sources to meet requirements for both military and commercial applications for 2024 and into 2025.
Added
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.
Removed
For example, the significant increase in demand for materials and energy has resulted in significant constraints on availability of key inputs such as magnesium, aluminum and energy supplies with a consequent spike in prices.
Added
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.
Removed
Fluctuations in the costs of raw materials could affect margins and working capital requirements in the businesses in which we use them, see ITEM 7A.
Added
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.
Removed
We cannot always pass on cost increases or increase our prices to offset these cost increases immediately or at all, whether because of fixed-price agreements with customers, competitive pressures that restrict our ability to pass on cost increases or increase prices, or other factors.
Added
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.
Removed
It can be particularly difficult to pass on cost increases or increase prices in product areas such as gas cylinders, where competitors offer similar products made from alternative materials, such as steel, if those materials are not subject to the same cost increases.
Added
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.
Removed
Higher prices necessitated by large increases in raw material costs could make our current or future products unattractive compared to competing products made from alternative materials that have not been so affected by raw material cost increases, or compared to products produced by competitors who have not incurred such large increases in their raw material costs.
Added
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.
Removed
If, for example, the cost of aluminum or carbon fiber were to rise, we may not be able pass those cost increases on to our customers. We are not dependent on any one supplier for our primary raw materials, but the business could be impacted by supply constraints.
Added
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. 11 Environmental and regulatory risks The U.K. Pensions Regulator has statutory powers that could impose additional liabilities and restrict corporate activity The U.K.
Removed
Changes in foreign exchange rates could reduce profit margins on our sales and reduce the reported sales of our non-U.S. operations and have a material adverse effect on our results of operations.
Added
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.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeLuxfer’s Senior Leadership team provides regular reports on information security matters at least quarterly to the Board, as it is their responsibility to oversee Management’s actions to identify, access, mitigate and remediate material risk. Management's Role - Luxfer’s cybersecurity program is managed by our IT Steering Committee.
Biggest changeThe 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. 17 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.
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 and networks and do not believe that any such attempts have had a material effect, or are reasonably likely to have a material effect, on our business, operations, or financial condition.
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.
Item 1C. Cybersecurity Overview As customer preferences and business-efficiency demands lead to a more connected and digitized world, cybersecurity and privacy risks have become critical business issues. Luxfer understands the systemic nature of cybersecurity threats to the safety and security of our Company, customers, and employees.
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.
Governance The Board's Role - As a part of its regular risk oversight, Luxfer’s Board of Directors is responsible for overseeing cybersecurity, information security, and technology risk. The Board is comprised of independent Non-Executive Directors, and one Executive Director.
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.
As such, Luxfer is committed to safeguarding and protecting our information technology (“IT”) network, equipment, and systems against cybersecurity threats to ensure our future security and reduce risk.
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.
Although there have been no cybersecurity incidents that have been material to the Company to date, cyber-attacks are continually becoming more sophisticated, and our IT network is still potentially vulnerable to threats and incidents in the future.
Although no incidents have been material to date, we recognize that cyber-attacks are becoming more sophisticated and our network remains potentially vulnerable.
These efforts span across our cybersecurity program, including but not limited to audits, and assessments. We regularly engage appropriately qualified independent third parties to assess our cybersecurity program, including cybersecurity maturity assessments, and independent review of our security control environment and operating effectiveness. 24
We regularly engage qualified independent third parties to assess cybersecurity maturity, review the security control environment, and ensure operating effectiveness. 19
Regulations We are required to comply with the UK General Data Protection Regulation (GDPR) relating to the security of personally identifiable information that we process. A data breach can result in non-compliance with the GDPR, leading to fines or litigation.
All results are reported to the Senior Leadership Team. 18 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.
Accordingly, we will continue to review and update our existing governance, policies, and practices to address the following objectives: • Ensure business continuity by protecting Luxfer’s technology, data, intellectual property, and information assets; • Increase cyber-resiliency and enhance controls for detecting and mitigating cybersecurity incidents; • Safeguard the availability and reliability of Luxfer’s network infrastructure, systems, and services; • Ensure compliance with all applicable regulations and Luxfer policies, controls, standards and guidelines; and, • Comply with requirements for confidentiality and privacy for Luxfer’s customers and employees.
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.
As part of our cybersecurity risk management processes, we maintain an incident response plan that establishes a set of procedures for reporting and handling cybersecurity events To assure long-term success, 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.
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.
We make every effort to comply with the GDPR and implement best practices including annual review of our Data Protection Policy. We also train employees to maintain secure systems, and access control measures, and regularly monitor and test our networks to protect data, payment information, and personally identifiable information.
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.
Risk Risk Description Management of Risk Network and Systems Luxfer’s operations are increasingly dependent on IT systems and management of information, and a cyber-attack could inhibit our business operations including disruption to sales, production and cash flows.
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.
Our IT Steering Committee performs thorough due diligence and risk analyses on third party vendors, verifying that sufficient security testing is performed on all software before installation on Luxfer’s network. The IT Steering Committee also monitors and reviews access and permissions to all software and programs regularly.
To manage this risk, our IT professionals perform due diligence and risk analyses on vendors, verifying security testing prior to software installation.
Removed
Comprised of IT Managers from across the company and chaired by a member of Luxfer's executive leadership team, the IT Steering Committee maintains the vision, strategy, and operation of Luxfer’s cybersecurity program.
Added
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.
Removed
IT Managers, who have operational responsibility for the actions of the Committee, ensure the effective implementation of the Company IT policies and also manage the local IT teams to ensure they are appropriately supported. Local IT teams have the day-to-day responsibility for implementing and monitoring the operation of Company IT policies within their respective business units.
Added
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.
Removed
IT personnel within the Company are qualified within their respective roles and are provided with the resource to carry out their responsibilities effectively. 23 Cybersecurity risk management - We devote significant resources to network security, data encryption, employee training, monitoring of networks and systems, patching, maintenance and backup of systems and data.
Added
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.
Removed
We also follow best practices for IT and data security as our IT controls are aligned with DFARS / NIST 800-171 IT Security Standard for US Government Contractors.
Added
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.
Removed
Luxfer has a wide breadth of controls in place to protect against cyber-attacks including firewalls, threat monitoring systems, protected cloud architecture, and more frequent security patching. We have phased out vulnerable operating systems and updated legacy servers with advanced security. Applications that run and manage our core operating data are fully backed up.
Added
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.
Removed
Employee Error or Misuse As cyber-attacks and phishing scams are becoming more advanced, employees may fail to recognize the signs of a cyber-attack or rely solely on the Company’s IT defenses. We have global policies covering IT security standards, annual training modules for employees. We also train our employees on cybersecurity through phishing simulations.
Added
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.
Removed
Third-Party Cybersecurity Measures In part, we depend on the reliability of certain tested third parties’ cybersecurity measures, including firewalls, virus solutions and backup solutions. Our business may be affected if these third-party resources are compromised.
Added
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.
Removed
Training and compliance - Our employees are a key line of defense against cybersecurity threats and malicious actors. In addition to our IT Policies, Luxfer has a comprehensive cybersecurity training and awareness program to educate employees on how to recognize cybersecurity threats, prevent cyber-related incidents, and how to report a potential threat or breach.
Removed
Our online compliance training program is mandatory for all employees worldwide, and includes cybersecurity awareness and IT security trainings, along with other compliance and governance related topics.
Removed
Within each training module, employees are required to review a Company IT policy applicable to the topic of the training, and attest that they have read, understood, and agree to comply with the Policy.
Removed
Luxfer’s IT Steering Committee continues to carry out internal phishing simulations to engage employees with cybersecurity, raise awareness, and educate employees on how to recognize and report phishing attacks. Through the simulations, we are able to test our employees’ reaction to phishing emails and collect important metrics such as click rate.
Removed
Data collection allows us to pinpoint trouble spots and target additional trainings to specific teams or locations. This information is also reported once to Luxfer’s Senior Leadership Team and is an important supplement to our overall IT security training program. Security audits and assessments - We perform periodic security audits and assessments to test our cybersecurity program.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeDivision Property / Plant Principal products manufactured Ownership Approximate area (square feet) Elektron Manchester, England Magnesium alloys / zirconium chemicals Split Lease / Own 520,000 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 cylinders Lease 100,000 Riverside, CA Composite cylinders Lease / Own 125,000 Shanghai, China Composite cylinders Lease 15,000 Graphic Arts Madison, IL Magnesium Sheet Lease 800,000 Manchester, England Magnesium Sheet Own* 40,000 Discontinued operations Riverside, CA Aluminum panels Lease 50,000 *With the separate disclosure of Graphic Arts reporting segment in 2023 and 2024, a portion of the Manchester site, owned and previously disclosed within Elektron, has been reclassified as Graphic Arts.
Biggest changeDivision Property / Plant Principal products manufactured Ownership Approximate area (square feet) Elektron Manchester, England Magnesium alloys / zirconium chemicals Split Lease / Own 1 520,000 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 cylinders 2 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 1 Following 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.
Item 2. Properties Our principal executive office in the United States is located in leased premises in Milwaukee, Wisconsin 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.
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.
We carry out Elektron manufacturing operations at four plants in the United States and one plant in the United Kingdom. We carry out Gas Cylinders manufacturing operations at two plants in the United States and single plants in each of the United Kingdom, Canada and China. Gas Cylinders also has a sales and distribution office in Australia.
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.
In 2024 we agreed a sublease at our Pomona site for an unused portion of the plant. We carry out Graphic Arts manufacturing operations at one plant in the United States and one plant in the United Kingdom. We have a further plant in the United States, Superform U.S., which is classified as discontinued operations.
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.
Removed
Graphic Arts occupy the site owned by Luxfer MEL Technologies.
Added
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.
Added
This area totals approximately 40,000 square feet and is excluded from the reported approximate area of our Manchester manufacturing site. 2 Ceased production in 2025

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeDividends During the first quarter of 2022, the Company paid quarterly dividends of $0.125 per ordinary share. In the final three quarters of 2022 and throughout 2023 and 2024, the Company paid quarterly dividends of $0.130 per ordinary share. This equated to $14.0 million paid in 2024, $14.0 million in 2023 and $14.2 million in 2022 respectively.
Biggest changeDividends 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.
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. 26 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).
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. 21 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).
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, 2024, the Company had 17 shareholders of record.
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.
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, 2019, and the reinvestment of all dividends since that date to December 31, 2024.
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.
Purchase of Equity Securities As part of a weekly share buyback program, in 2024, the Company purchased 200,000 ordinary shares in open-market transactions for a total cost of $2.3 million. The following table shows this by quarter.
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 January 1 - March 31 50,000 $ 8.98 April 1 - June 30 50,000 11.19 July 1 - September 29 50,000 11.54 September 30 - December 31 50,000 13.89 Total 200,000 In December 2024, the Board of Directors authorized the repurchase of 40,000 of our ordinary shares in the first quarter of 2025.
Total number of shares purchased Average price paid per share January 1 - March 30 40,000 $ 13.19 March 31 - June 29 50,000 10.97 June 30 - September 29 65,000 12.53 September 29 - December 31 91,875 12.78 Total 246,875 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.
Removed
A further dividend of $3.5 million was declared and paid in the first quarter of 2025.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

65 edited+25 added−23 removed38 unchanged
Biggest changeYear-to-date In millions except per share data 2024 2023 Continuing operations Graphic Arts Adjusted Total Continuing operations Graphic Arts Adjusted Total Net income / (loss) $ 18.3 $ (13.9) $ 32.2 $ (2.6) (14.9) $ 12.3 Accounting charges relating to acquisitions and disposals of businesses: Amortization on acquired intangibles 0.8 — 0.8 0.8 — 0.8 Acquisition and disposal related charge 12.2 12.2 — — — — Defined benefit pension (credit) / charge (1.6) — (1.6) 7.6 — 7.6 Restructuring charge 4.7 — 4.7 6.4 — 6.4 Gain on disposal of assets held-for-sale (6.1) — (6.1) — — — Impairment charge — — — 12.7 12.7 — Share-based compensation charge 3.5 0.5 3.0 2.8 — 2.8 Tax impact of defined benefit settlement — — — (4.9) — (4.9) Income tax on adjusted items (0.9) (0.6) (0.3) (6.4) (3.0) (3.4) Adjusted net income / (loss) 30.9 (1.8) 32.7 16.4 (5.2) 21.6 Less: Legal cost (recovery) / expense (7.7) — (7.7) 5.9 — 5.9 Tax on legal cost recovery / (expense) 1.8 — 1.8 (1.2) — (1.2) Adjusted net income / (loss) excluding legal cost (recovery) / expense $ 25.0 $ (1.8) $ 26.8 $ 21.1 $ (5.2) $ 26.3 Adjusted earnings / (loss) per ordinary share (1) Diluted earnings / (loss) per ordinary share $ 0.68 $ (0.51) $ 1.19 $ (0.10) $ (0.55) $ 0.45 Impact of adjusted items 0.46 0.44 0.02 0.71 0.36 0.35 Adjusted diluted earnings / (loss) per ordinary share $ 1.14 $ (0.07) $ 1.21 $ 0.61 $ (0.19) $ 0.80 Impact of legal cost (recovery) / expense (0.22) — (0.22) 0.17 — 0.17 Adjusted diluted earnings / (loss) per ordinary share excluding legal cost recovery / expense $ 0.92 $ (0.07) $ 0.99 $ 0.78 $ (0.19) $ 0.97 (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. 33 Year-to-date In millions except per share data 2024 2023 Continuing operations Graphic Arts Adjusted Total Continuing operations Graphic Arts Adjusted Total Adjusted net income from continuing operations $ 30.9 $ (1.8) $ 32.7 $ 16.4 $ (5.2) $ 21.6 Add back: Income tax on adjusted items 0.9 0.6 0.3 6.4 3.0 3.4 Income tax expense 8.2 (1.3) 9.5 (7.1) (4.1) (3.0) Tax impact of defined benefit pension settlement — — — 4.9 — 4.9 Net finance costs 5.2 (0.4) 5.6 6.3 (0.2) 6.5 Adjusted EBITA 45.2 (2.9) 48.1 26.9 (6.5) 33.4 Loss on disposal of property, plant and equipment 0.1 — 0.1 — — — Depreciation 9.3 — 9.3 11.9 2.0 9.9 Adjusted EBITDA 54.6 (2.9) 57.5 38.8 (4.5) 43.3 Less: Legal cost (recovery) / expense (7.7) — (7.7) 5.9 — 5.9 Adjusted EBITDA excluding legal cost (recovery) / expense $ 46.9 $ (2.9) $ 49.8 $ 44.7 $ (4.5) $ 49.2 Year-to-date In millions except per share data 2024 2023 Continuing operations Graphic Arts Adjusted Total Continuing operations Graphic Arts Adjusted Total Adjusted net income / (loss) from continuing operations $ 30.9 $ (1.8) $ 32.7 $ 16.4 $ (5.2) $ 21.6 Add back: Income tax on adjusted items 0.9 0.6 0.3 6.4 3.0 3.4 Tax impact of defined benefit pension settlement — — — 4.9 — 4.9 Provision / (credit) for income taxes 8.2 (1.3) 9.5 (7.1) (4.1) (3.0) Adjusted income / (loss) from continuing operations before income taxes 40.0 (2.5) 42.5 20.6 (6.3) 26.9 Adjusted provision (credit) for income taxes 9.1 (0.7) 9.8 4.2 (1.1) 5.3 Adjusted effective tax rate from continuing operations 22.8 % 28.0 % 23.1 % 20.4 % 17.5 % 19.7 % 2024 In millions Gas Cylinders Elektron Graphic Arts Total Segment adjusted EBITA $ 14.6 $ 33.5 $ (2.9) $ 45.2 Depreciation 3.4 5.9 — 9.3 Loss on disposal of property, plant and equipment — 0.1 — 0.1 Segment adjusted EBITDA $ 18.0 $ 39.5 $ (2.9) $ 54.6 2023 In millions Gas Cylinders Elektron Graphic Arts Total Segment adjusted EBITA $ 12.6 $ 20.8 $ (6.5) $ 26.9 Depreciation 4.1 5.8 2.0 $ 11.9 Segment adjusted EBITDA $ 16.7 $ 26.6 $ (4.5) $ 38.8 2022 In millions Gas Cylinders Elektron Graphic Arts Total Segment adjusted EBITA $ 8.0 $ 36.6 $ 5.6 $ 50.2 Depreciation 4.8 5.9 2.2 12.9 Segment adjusted EBITDA $ 12.8 $ 42.5 $ 7.8 $ 63.1 34 SEGMENT RESULTS OF OPERATIONS The summary that follows provides a discussion of the results of operations of each of our three reportable segments (Gas Cylinders, Elektron and Graphic Arts).
Biggest changeYear-to-date In millions except per share data 2025 2024 Continuing operations Graphic Arts Adjusted Total Continuing operations Graphic Arts Adjusted Total Net income / (loss) $ 13.1 $ (4.7) $ 17.8 $ 18.3 (13.9) $ 32.2 Accounting charges relating to acquisitions and disposals of businesses: Amortization on acquired intangibles 0.8 — 0.8 0.8 — 0.8 Disposal related costs 2.0 2.0 — 12.2 12.2 — 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 — — — Share-based compensation charge 3.6 0.2 3.4 3.5 0.5 3.0 Income tax on adjusted items 0.4 0.7 (0.3) (0.9) (0.6) (0.3) Adjusted net income / (loss) 28.4 (1.8) 30.2 30.9 (1.8) 32.7 Less: Legal cost recovery — — — (7.7) — (7.7) Tax on legal cost recovery — — — 1.8 — 1.8 Adjusted net income / (loss) excluding legal $ 28.4 $ (1.8) $ 30.2 $ 25.0 $ (1.8) $ 26.8 Adjusted earnings / (loss) per ordinary share (1) Diluted earnings / (loss) per ordinary share $ 0.48 $ (0.17) $ 0.65 $ 0.68 $ (0.51) $ 1.19 Impact of adjusted items 0.56 0.10 0.46 0.46 0.44 0.02 Adjusted diluted earnings / (loss) per ordinary share $ 1.04 $ (0.07) $ 1.11 $ 1.14 $ (0.07) $ 1.21 Impact of legal cost recovery — — — (0.22) — (0.22) Adjusted diluted earnings / (loss) per ordinary share excluding legal cost recovery $ 1.04 $ (0.07) $ 1.11 $ 0.92 $ (0.07) $ 0.99 (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. 28 Year-to-date In millions except per share data 2025 2024 Continuing operations Graphic Arts Adjusted Total Continuing operations Graphic Arts Adjusted Total Adjusted net income / (loss) $ 28.4 $ (1.8) $ 30.2 $ 30.9 $ (1.8) $ 32.7 Add back: Income tax on adjusted items (0.4) (0.7) 0.3 0.9 0.6 0.3 Income tax expense 9.1 0.1 9.0 8.2 (1.3) 9.5 Net finance costs 3.1 (0.2) 3.3 5.2 (0.4) 5.6 Adjusted EBITA 40.2 (2.6) 42.8 45.2 (2.9) 48.1 Loss on disposal of property, plant and equipment — — — 0.1 — 0.1 Depreciation 9.1 — 9.1 9.3 — 9.3 Adjusted EBITDA 49.3 (2.6) 51.9 54.6 (2.9) 57.5 Less: Legal cost recovery — — — (7.7) — (7.7) Adjusted EBITDA excluding legal $ 49.3 $ (2.6) $ 51.9 $ 46.9 $ (2.9) $ 49.8 Year-to-date In millions except per share data 2025 2024 Continuing operations Graphic Arts Adjusted Total Continuing operations Graphic Arts Adjusted Total Adjusted net income / (loss) $ 28.4 $ (1.8) $ 30.2 $ 30.9 $ (1.8) $ 32.7 Add back: Income tax on adjusted items (0.4) (0.7) 0.3 0.9 0.6 0.3 Provision / (credit) for income taxes 9.1 0.1 9.0 8.2 (1.3) 9.5 Adjusted income / (loss) before income taxes 37.1 (2.4) 39.5 40.0 (2.5) 42.5 Adjusted provision / (credit) for income taxes 8.7 (0.6) 9.3 9.1 (0.7) 9.8 Adjusted effective tax rate 23.5 % 25.0 % 23.5 % 22.8 % 28.0 % 23.1 % 2025 In millions Gas Cylinders Elektron Graphic Arts Total Segment adjusted EBITA $ 11.7 $ 31.1 $ (2.6) $ 40.2 Depreciation 3.3 5.8 — 9.1 Segment adjusted EBITDA $ 15.0 $ 36.9 $ (2.6) $ 49.3 2024 In millions Gas Cylinders Elektron Graphic Arts Total Segment adjusted EBITA $ 14.6 $ 33.5 $ (2.9) $ 45.2 Depreciation 3.4 5.9 — $ 9.3 Loss on disposal of property, plant and equipment — 0.1 — $ 0.1 Segment adjusted EBITDA $ 18.0 $ 39.5 $ (2.9) $ 54.6 2023 In millions Gas Cylinders Elektron Graphic Arts Total Segment adjusted EBITA $ 12.6 $ 20.8 $ (6.5) $ 26.9 Depreciation 4.1 5.8 2.0 11.9 Segment adjusted EBITDA $ 16.7 $ 26.6 $ (4.5) $ 38.8 29 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).
NEW ACCOUNTING STANDARDS See ITEM 8, Note 1 of the notes to the Consolidated Financial Statements, included in this Form 10-K, for information pertaining to recently adopted accounting standards or accounting standards to be adopted in the future. 40 CRITICAL ACCOUNTING ESTIMATES We have adopted various accounting policies to prepare the consolidated financial statements in accordance with GAAP.
NEW ACCOUNTING STANDARDS See ITEM 8, Note 1 of the notes to the Consolidated Financial Statements, included in this Form 10-K, for information pertaining to recently adopted accounting standards or accounting standards to be adopted in the future. CRITICAL ACCOUNTING ESTIMATES We have adopted various accounting policies to prepare the consolidated financial statements in accordance with GAAP.
Management believes that adjusted net income excluding legal cost (recovery) / expense, adjusted earnings per share, adjusted EBITA and adjusted EBITDA excluding legal cost (recovery) / expense 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.
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.
Cash was primarily related to the net income / loss from operating activities, net of the following non-cash items: depreciation and amortization; share-based compensation charges; pension credit / (charge); gain on disposal of held for sale assets; loss on held-for-sale asset group and net changes to assets and liabilities.
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.
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) / expense 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.
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.
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. 28 About Luxfer Luxfer Holdings PLC ("Luxfer," "the Company," "we," "our") is a global industrial company innovating niche applications in materials engineering.
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. 23 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 general industrial applications.
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.
We have been in compliance with the covenants under the Senior Facilities Agreement throughout all of the quarterly measurement dates from and including September 30, 2011, to December 31, 2024. The Senior Facilities Agreement is governed by English law. For more information see ITEM 8, Note 12.
We have been in compliance with the covenants under the Senior Facilities Agreement throughout all of the quarterly measurement dates from and including September 30, 2011, to December 31, 2025. The Senior Facilities Agreement is governed by English law. For more information see ITEM 8, Note 12.
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 and aluminum purchase price risks.
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 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, 2024. The Loan Note due 2026 and the Note Purchase Agreement are governed by the law of the State of New York.
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.
This section is incorporated by reference into this Annual Report on Form 10-K for the year ended December 31, 2024. Off-balance sheet measures At December 31, 2024, we had no off-balance sheet arrangements other than the three bonding facilities as described above.
This section is incorporated by reference into this Annual Report on Form 10-K for the year ended December 31, 2025. Off-balance sheet measures At December 31, 2025, we had no off-balance sheet arrangements other than the three bonding facilities as described above.
Discount rate The discount rate used represents the annualized yield based on a cash flow matched methodology with reference to an AA corporate bond spot curve and having regard to the duration of the Plan’s liabilities. This yield produced a weighted-average discount rate for our U.K. plans of 5.40% in 2024, 4.50% in 2023 and 4.80% in 2022.
Discount rate The discount rate used represents the annualized yield based on a cash flow matched methodology with reference to an AA corporate bond spot curve and having regard to the duration of the Plan’s liabilities. This yield produced a weighted-average discount rate for our U.K. plans of 5.50% in 2025, 5.40% in 2024 and 4.50% in 2023.
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; • our ability to execute our strategic review, including our Graphic Arts business, to safeguard margins and reduce costs; • future pandemics; • fluctuations in the cost and / or availability of raw materials, 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.
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.
To indicate the sensitivity of results to the CPI assumption, a 0.1% per annum decrease in all CPI-linked assumptions, (including pension increases) for our U.K. plan, would reduce the value of the liabilities and therefore increase the pension surplus at December 31, 2024 by approximately $1.3 million and increase the projected 2024 income statement credit by approximately $0.1 million.
To indicate the sensitivity of results to the CPI assumption, a 0.1% per annum decrease in all CPI-linked assumptions, (including pension increases) for our U.K. plan, would reduce the value of the liabilities and therefore increase the pension surplus at December 31, 2025 by approximately $1.3 million and increase the projected 2026 income statement credit by approximately $0.1 million.
This section is incorporated by reference into this Annual Report on Form 10-K for the year ended December 31, 2024. 32 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) / expense, 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.
This section is incorporated by reference into this Annual Report on Form 10-K for the year ended December 31, 2025. 27 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.
See ITEM 8, Note 15 of the Notes to Consolidated Financial Statements for further information regarding pension and other post-retirement plans. 42
See ITEM 8, Note 15 of the Notes to Consolidated Financial Statements for further information regarding pension and other post-retirement plans. 37
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, 2024, we had drawn down $2.8 million under the ancillary facilities (December 31, 2023: $2.2 million).
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).
The discount rate on our U.S. plans was n/a in 2024 and 2023, and 5.10% in 2022. There are no known or anticipated changes in our discount rate assumption that will impact our pension expense in 2025.
The discount rate on our U.S. plans was n/a in 2025, 2024, and 2023. There are no known or anticipated changes in our discount rate assumption that will impact our pension expense in 2025.
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, 2023, which was filed with the U.S. Securities and Exchange Commission on February 27, 2024.
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.
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, 2023, which was filed with the U.S. Securities and Exchange Commission on February 27, 2024.
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.
Leverage Margin (% per annum) Greater than 2.5:1 2.75 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, 2024, we had drawn down $17.2 million under the RCF (December 31, 2023: $43.1 million).
Leverage Margin (% per annum) Greater than 2.5:1 2.75 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).
Defined Benefit Pension Plan The Company operates a funded defined benefit pension plan in the U.K., and immaterial plans in the U.S. and France. The amounts recognized in our consolidated financial statements related to our defined-benefit pension and other post-retirement plans are determined from actuarial valuations.
Our critical accounting estimates include the following: U.K. Defined Benefit Pension Plan The Company operates a funded defined benefit pension plan in the U.K., and immaterial plans in the U.S. and France. The amounts recognized in our consolidated financial statements related to our defined-benefit pension and other post-retirement plans are determined from actuarial valuations.
Cash Flows from Continuing Operations Operating activities Cash provided by operating activities was $51.1 million and $26.2 million in 2024 and 2023 respectively, which includes approximately $5.0 million and $3.6 million of cash spent on restructuring activities in those years.
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.
COMMITMENTS AND CONTINGENCIES Capital commitments At December 31, 2024, the Company had capital expenditure commitments of $0.5 million (2023: $2.3 million and 2022: $1.4 million) for the purchase of new plant and equipment.
COMMITMENTS AND CONTINGENCIES Capital commitments At December 31, 2025, the Company had capital expenditure commitments of $2.2 million (2024: $0.5 million and 2023: $2.3 million) for the purchase of new plant and equipment.
Contingencies In December 2023, it was established that any potential liability arising from the lawsuits and reasonable defense costs related to the US Ecology case (see Note 22) are covered by insurance.
Contingencies In December 2023, it was established that any potential liability arising from the lawsuits and reasonable defense costs related to the previously disclosed US Ecology case are covered by insurance.
Other 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 22). Historically the legal costs relating to this case were in selling, general and administrative expenses. There was no other income in 2023.
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.
Committed banking facilities At December 31, 2024 and December 31, 2023 the Company had committed banking facilities of $125.0 million with an additional $25.0 million of uncommitted facilities through an accordion provision. Of these committed facilities, $17.2 million was drawn at December 31, 2024 ($43.1 million December 31, 2023). The banking facilities expire in October 2026.
Committed banking facilities At December 31, 2025 and December 31, 2024 the Company had committed banking facilities of $125.0 million with an additional $25.0 million of uncommitted facilities through an accordion provision. Of these committed facilities, $15.3 million was drawn at December 31, 2025 ($17.2 million December 31, 2024). The banking facilities expire in October 2026.
The last month in which we may draw funds from the RCF is September 2026. The Company also had a separate (uncommitted) bonding facility for bank guarantees; denominated in GBP sterling totaling £0.5 million ($0.6 million) and £0.1 million ($0.2 million) was utilized at December 31, 2024. Interest rates and fees.
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.
At December 31, 2024 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 October 2026.
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.
Expected rate of return Our expected rate of return on plan assets for our U.K. plans was 5.80% in 2024, 4.80% in 2023 and 5.60% in 2022. The expected rate of return on our U.S. plans was n/a in 2024 and 2023, and 4.70% in 2022.
Expected rate of return Our expected rate of return on plan assets for our U.K. plans was 5.30% in 2025, 5.80% in 2024 and 4.80% in 2023. The expected rate of return on our U.S. plans was n/a in 2025, 2024, and 2023.
Acquisition and disposals costs In 2024 acquisition and 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 and $2.4 million represents professional fees. No acquisition and disposal related costs were incurred during 2023.
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.
On November 25, 2020, the government and UK Statistics Authority confirmed these plans to reform the RPI index to bring it into line with the CPIH index from 2030, with no compensation for the holders of index-linked gilts.
Inflation rate 36 In September 2019, the UK Statistics Authority announced plans to reform the RPI inflation index. On November 25, 2020, the government and UK Statistics Authority confirmed these plans to reform the RPI index to bring it into line with the CPIH index from 2030, with no compensation for the holders of index-linked gilts.
Authorized shares Our authorized share capital consists of 40.0 million ordinary shares with a par value of £0.50 per share. 39 Contractual obligations The following summarizes our significant contractual obligations that impact our liquidity: Payments Due by Period In millions Total Less than 1 year 1 – 3 years 3 – 5 years After 5 years Contractual cash obligations Loan Notes due 2026 $ 25.0 $ — $ 25.0 $ — $ — Revolving Credit Facility due October 2026 17.2 — 17.2 — — Bank overdraft 3.1 3.1 — — — Obligations under operating leases 20.2 4.6 5.7 2.2 7.7 Capital commitments 0.5 0.5 — — — Interest payments 3.7 2.3 1.4 — — Total contractual cash obligations $ 69.7 $ 10.5 $ 49.3 $ 2.2 $ 7.7 2023 compared with 2022 For a discussion comparing our net cash activities (operating, investing and financing) for the year ended December 31, 2023, with the year ended December 31, 2022, refer to Part II, Item 7.
Authorized shares Our authorized share capital consists of 40.0 million ordinary shares with a par value of £0.50 per share. 34 Contractual obligations The following summarizes our significant contractual obligations that impact our liquidity: Payments Due by Period In millions Total Less than 1 year 1 – 3 years 3 – 5 years After 5 years Contractual cash obligations Loan Notes due 2026 $ 25.0 $ 25.0 $ — $ — $ — Revolving Credit Facility due July 2030 15.3 — — 15.3 — Obligations under operating leases 17.7 4.6 3.5 2.1 7.5 Capital commitments 2.2 2.2 — — — Interest payments 4.6 1.5 1.7 1.4 — Total contractual cash obligations $ 64.8 $ 33.3 $ 5.2 $ 18.8 $ 7.5 2024 compared with 2023 For a discussion comparing our net cash activities (operating, investing and financing) for the year ended December 31, 2024, with the year ended December 31, 2023, refer to Part II, Item 7.
Adjusted EBITA, which is our segment income metric, represents net income from continuing operations adjusted for share-based compensation charges, restructuring charges, impairment charges, other charges, acquisitions and disposals costs, 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 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.
To indicate the sensitivity of results to the life expectancy assumption, a one year increase in assumed life expectancy on the U.K. plan could increase the value of the liabilities and therefore decrease the pension surplus at December 31, 2024 by approximately $6.3 million.
To indicate the sensitivity of results to the life expectancy assumption, a one year increase in assumed life expectancy on the U.K. plan could increase the value of the liabilities and therefore decrease the pension surplus at December 31, 2025 by approximately $6.7 million and decrease the projected 2026 income statement credit by approximately $0.7 million.
Dividends We paid dividends in 2024 of $14.0 million (2023: $14.0 million), or $0.52 (2023: $0.52) per ordinary share. Any payment of dividends is also subject to the provisions of the U.K.
Dividends We paid dividends in 2025 of $13.9 million (2024: $14.0 million), or $0.52 per share in both years Any payment of dividends is also subject to the provisions of the U.K.
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, 2024, $107.8 million (net of $17.2 million drawn down) was available under the RCF.
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.
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 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.
While Graphic Arts does not meet the 'strategic shift' criteria outlined in ASC 205-20 for it to be classified as a discontinued operation, we believe that given the expectation that divestiture will be completed in the current year, 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.
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.
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.
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.
The net sales, adjusted EBITA and adjusted EBITDA for Gas Cylinders were as follows: Years ended December 31, % / point change In millions 2024 2023 2022 2024 v 2023 2023 v 2022 Net sales $ 186.3 $ 186.4 $ 183.7 (0.1) % 1.5 % Adjusted EBITA 14.6 12.6 8.0 15.9 % 57.5 % Adjusted EBITDA 18.0 16.7 12.8 7.8 % 30.5 % Adjusted EBITA % of net sales 7.8 % 6.8 % 4.4 % 1.0 2.4 Adjusted EBITDA % of net sales 9.7 % 9.0 % 7.0 % 0.7 2.0 Net sales The 0.1% decrease in Gas Cylinders sales in 2024 from 2023 was primarily the result of: • Lower sales of Alternative Fuels cylinders; • Industrial cylinders' sales being weaker in the year.
The net sales, adjusted EBITA and adjusted EBITDA for Gas Cylinders were as follows: Years ended December 31, % / point change In millions 2025 2024 2023 2025 v 2024 2024 v 2023 Net sales $ 174.8 $ 186.3 $ 186.4 (6.2) % (0.1) % Adjusted EBITA 11.7 14.6 12.6 (19.9) % 15.9 % Adjusted EBITDA 15.0 18.0 16.7 (16.7) % 7.8 % 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.
Life expectancy The life expectancies of male and female members aged 65 on 31 December 2024 are assumed to be 20.1 and 22.7 years, respectively, with the life expectancies of male and female members aged 65 on 31 December 2044 assumed to be 21.3 and 24.1 years, respectively.
Life expectancy The life expectancies of male and female members aged 65 on 31 December 2025 are assumed to be 20.2 and 22.8 years, respectively, with the life expectancies of male and female members aged 65 on 31 December 2045 assumed to be 21.4 and 24.2 years, respectively.
In 2024, the Company initiated a process to divest the Graphic Arts business.
In 2024, the Company initiated a process to divest the Graphic Arts business which was concluded in July 2025.
As of December 31, 2024, we had drawn down $17.2 million under the Revolving Credit Facility (December 31, 2023: $43.1 million). 38 Availability. The facility is used for loans and overdrafts.
As of December 31, 2025, we had drawn down $15.3 million under the Revolving Credit Facility (December 31, 2024: $17.2 million). 33 Availability. T he facility is used for loans and overdrafts.
Adjusted EBITDA The 8.2 percentage point increase in adjusted EBITDA for Elektron as a percentage of net sales in 2024 from 2023 was predominantly the result of the increase in adjusted EBITA as a percentage of net sales.
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.
To indicate the sensitivity of results to this assumption, a 0.1% per annum increase in the discount rate for our U.K. plans would reduce the value of the liabilities and therefore increase the pension surplus by approximately $2.5 million and increase the projected 2025 income statement credit by approximately $0.1 million. 41 Inflation rate In September 2019, the UK Statistics Authority announced plans to reform the RPI inflation index.
To indicate the sensitivity of results to this assumption, a 0.1% per annum increase in the discount rate for our U.K. plans would reduce the value of the liabilities and therefore increase the pension surplus by approximately $2.7 million and result in the projected 2026 income statement credit being broadly unchanged.
Adjusted EBITA The 1.0 percentage point increase in adjusted EBITA for Gas Cylinders as a percentage of net sales in 2024 from 2023 is predominantly the result of pricing improvements from new sales contracts partially offset by adverse sales mix and volume.
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 0.7 percentage point increase in adjusted EBITDA for Gas Cylinders as a percentage of net sales in 2024 from 2023 is predominantly the result of the increase in adjusted EBITA as a percentage of net sales. 35 ELEKTRON The net sales, adjusted EBITA and adjusted EBITDA for Elektron were as follows: Years ended December 31, % / point change In millions 2024 2023 2022 2024 v 2023 2023 v 2022 Net sales $ 176.0 $ 187.1 $ 201.0 (5.9) % (6.9) % Adjusted EBITA 33.5 20.8 36.6 61.1 % (43.2) % Adjusted EBITDA 39.5 26.6 42.5 48.5 % (37.4) % Adjusted EBITA % of net sales 19.0 % 11.1 % 18.2 % 7.9 (7.1) Adjusted EBITDA % of net sales 22.4 % 14.2 % 21.1 % 8.2 (6.9) Net sales The 5.9% decrease in Elektron sales in 2024 from 2023 was primarily the result of: • Significant decrease in demand for zirconium products, particularly those used in automotive catalysis products; • Lower sales of both commercial and defense aerospace alloys; and • Reductions in chemical response kit and commercial magnesium powder sales.
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. 30 ELEKTRON The net sales, adjusted EBITA and adjusted EBITDA for Elektron were as follows: Years ended December 31, % / point change In millions 2025 2024 2023 2025 v 2024 2024 v 2023 Net sales $ 196.4 $ 176.0 $ 187.1 11.6 % (5.9) % Adjusted EBITA 31.1 33.5 20.8 (7.2) % 61.1 % Adjusted EBITDA 36.9 39.5 26.6 (6.6) % 48.5 % Adjusted EBITA % of net sales 15.8 % 19.0 % 11.1 % (3.2) 7.9 Adjusted EBITDA % of net sales 18.8 % 22.4 % 14.2 % (3.6) 8.2 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.
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, 2024. Luxfer conducts all of its operations through its subsidiaries, joint ventures and affiliates. Accordingly, Luxfer's main cash source is dividends from its subsidiaries.
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.
We anticipate capital expenditures for 2025 to be between $12 million and $15 million as we increase investment in order to grow the business. 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 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.
Provision for income taxes The 42.3 percentage point decrease in the effective tax rate in 2024 from 2023 was primarily due to non-deductible expenses and deferred tax credit, predominantly in relation to the previously mentioned pension buy-out and impairment charges. 2023 compared with 2022 For a discussion comparing our consolidated operating results for the year ended December 31, 2023, with the year ended December 31, 2022, refer to Part II, Item 7.
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.
Operating objectives and trends In 2025, we expect the following operating objectives and trends to impact our business: • Addressing continuing general macro uncertainty and building resilience into the outlook; • Ongoing focus on cost control and productivity improvements across the business to drive margin improvement, as well as new product launches to stimulate top line growth; • Execution of actions identified upon completion of the previously announced expanded and accelerated strategic review, including the divestiture of Graphic Arts and Superform U.S.; • Execution of selected capital investment projects to support our strategy of profitable growth while maintaining our infrastructure; • Continued emphasis on operating cash generation and maintaining strong working capital performance; • Further improvements in ESG standing through focus on sustainability and on our values of teamworking and accountability; and • Focus on recruiting, developing and maintaining talent, while driving a high-performance culture. 29 CONSOLIDATED RESULTS OF OPERATIONS The consolidated results of operations from continuing operations of Luxfer were as follows: Years ended December 31, % / point change In millions 2024 2023 2022 2024 v 2023 2023 v 2022 Net sales $ 391.9 $ 405.0 $ 423.4 (3.2) % (4.3) % Cost of sales (306.2) (328.4) (328.4) (6.8) % — % Gross profit 85.7 76.6 95.0 11.9 % (19.4) % % of net sales 21.9 % 18.9 % 22.4 % 3.0 (3.5) Selling, general and administrative expenses (48.1) (48.7) (43.1) (1.2) % 13.0 % % of net sales 12.3 % 12.0 % 10.2 % 0.3 1.8 Research and development (4.4) (4.6) (4.9) (4.3) % (6.1) % % of net sales 1.1 % 1.1 % 1.2 % — (0.1) Restructuring charges (4.7) (6.4) (1.9) (26.6) % 236.8 % % of net sales 1.2 % 1.6 % 0.4 % (0.4) 1.2 Impairment charges — (12.7) — (100.0) % n/a % of net sales — % 3.1 % — % (3.1) 3.1 Acquisition and disposals costs (12.2) — (0.3) n/a (100.0) % % of net sales 3.1 % — % 0.1 % 3.1 (0.1) Other income 7.7 — — n/a n/a % of net sales 2.0 % — % — % 2.0 — Gain on disposal of assets held-for-sale 6.1 — — n/a n/a % of net sales (1.6) % — % — % (1.6) — Operating income 30.1 4.2 44.8 616.7 % (90.6) % % of net sales 7.7 % 1.0 % 10.6 % 6.7 (9.6) Net interest expense (5.2) (6.3) (3.9) (17.5) % 61.5 % % of net sales 1.3 % 1.6 % 0.9 % (0.3) 0.7 Defined benefit pension credit / (charge) 1.6 (7.6) 0.1 (121.1) % (7,700.0) % % of net sales 0.4 % (1.9) % — % 2.3 (1.9) Income / (loss) before income taxes 26.5 (9.7) 41.0 (373.2) % (123.7) % % of net sales 6.8 % (2.4) % 9.7 % 9.2 (12.1) (Provision) / credit for income taxes (8.2) 7.1 (9.0) (215.5) % (178.9) % Effective tax rate 30.9 % 73.2 % 22.0 % (42.3) 51.2 Net income / (loss) from continuing operations $ 18.3 $ (2.6) $ 32.0 (803.8) % (108.1) % % of net sales 4.7 % (0.6) % 7.6 % 5.3 (8.2) 30 Net sales Adjusting for foreign exchange tailwinds of $1.7 million (2023: $0.3 million), consolidated net sales have decreased by 3.6% in 2024 from 2023.
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. 24 CONSOLIDATED RESULTS OF OPERATIONS The consolidated results of operations from continuing operations of Luxfer were as follows: Years ended December 31, % / point change In millions 2025 2024 2023 2025 v 2024 2024 v 2023 Net sales $ 384.6 $ 391.9 $ 405.0 (1.9) % (3.2) % Cost of sales (295.4) (306.2) (328.4) (3.5) % (6.8) % Gross profit 89.2 85.7 76.6 4.1 % 11.9 % % of net sales 23.2 % 21.9 % 18.9 % 1.3 3.0 Selling, general and administrative expenses (49.1) (48.1) (48.7) 2.1 % (1.2) % % of net sales 12.8 % 12.3 % 12.0 % 0.5 0.3 Research and development (4.3) (4.4) (4.6) (2.3) % (4.3) % % of net sales 1.1 % 1.1 % 1.1 % — — Restructuring charges (9.0) (4.7) (6.4) 91.5 % (26.6) % % of net sales 2.3 % 1.2 % 1.6 % 1.1 (0.4) Impairment charges — — (12.7) — (100.0) % % of net sales — % — % 3.1 % — (3.1) Disposal related costs (2.0) (12.2) — (83.6) % n/a % of net sales 0.5 % 3.1 % — % (2.6) 3.1 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 Operating income 24.0 30.1 4.2 (20.3) % 616.7 % % of net sales 6.2 % 7.7 % 1.0 % (1.5) 6.7 Net interest expense (3.1) (5.2) (6.3) (40.4) % (17.5) % % of net sales 0.8 % 1.3 % 1.6 % (0.5) (0.3) Defined benefit pension credit / (charge) 1.3 1.6 (7.6) (18.8) % (121.1) % % of net sales 0.3 % 0.4 % (1.9) % (0.1) 2.3 Income / (loss) before income taxes 22.2 26.5 (9.7) (16.2) % (373.2) % % of net sales 5.8 % 6.8 % (2.4) % (1.0) 9.2 (Provision) / credit for income taxes (9.1) (8.2) 7.1 11.0 % (215.5) % Effective tax rate 41.0 % 30.9 % 73.2 % 10.1 (42.3) Net income / (loss) from continuing operations $ 13.1 $ 18.3 $ (2.6) (28.4) % (803.8) % % of net sales 3.4 % 4.7 % (0.6) % (1.3) 5.3 25 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.
However, any major repayments of indebtedness will be dependent on our ability to raise alternative financing or to realize substantial returns from operational sales. Also, 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.
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.
The Company recognized $7.7 million within other income in the twelve months of 2024, in relation to these costs previously incurred by the Company. $5.8 million cash has been received in 2024 and a final $1.9 million has been received post year end, included within accounts and other receivables.
The Company recognized $7.7 million in the twelve months of 2024, in relation to recovery of these costs previously incurred by the Company. $5.8 million cash was received in 2024 with a further $1.9 million received in 2025.
Net interest expense Net interest expense of $5.2 million in 2024 decreasing from $6.3 million in 2023 primarily due to the lower average drawings on the revolving credit facility. Defined benefit pension credit The defined benefit pension credit of $1.6 million in 2024, is in relation to the U.K. plan.
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.
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. There was no gain on disposal of assets held for sale in 2023.
In 2025, other costs of $0.8 million 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.
Adjusted EBITDA The loss in 2024 for Graphic Arts was a result of the factors above, in accordance with ASC 360, depreciation did not impact 2024 as no depreciation is charged on assets held for sale. 36 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.
The Company recognized a net loss on held-for-sale asset group of $1.9 million in 2025. 31 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.
GRAPHIC ARTS The net sales, adjusted EBITA and adjusted EBITDA for Graphic Arts were as follows: Years ended December 31, % / point change In millions 2024 2023 2022 2024 v 2023 2023 v 2022 Net sales $ 29.6 $ 31.5 $ 38.7 (6.0) % (18.6) % Adjusted EBITA (2.9) (6.5) 5.6 (55.4) % (216.1) % Adjusted EBITDA (2.9) (4.5) 7.8 (35.6) % (157.7) % Adjusted EBITA % of net sales (9.8) % (20.6) % 14.5 % 10.8 (35.1) Adjusted EBITDA % of net sales (9.8) % (14.3) % 20.2 % 4.5 (34.5) Net sales The 6.0% decrease in Graphic Arts sales in 2024 from 2023 was primarily the result of fluctuating demand for photo-engraving plates, particularly outside the North American market.
GRAPHIC ARTS The net sales, adjusted EBITA and adjusted EBITDA for Graphic Arts were as follows: Years ended December 31, % / point change In millions 2025 2024 2023 2025 v 2024 2024 v 2023 Net sales $ 13.4 $ 29.6 $ 31.5 (54.7) % (6.0) % Adjusted EBITA (2.6) (2.9) (6.5) (10.3) % (55.4) % Adjusted EBITDA (2.6) (2.9) (4.5) (10.3) % (35.6) % 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.
Investing activities Net cash used for investing activities was $3.4 million in 2024, compared to $9.4 million in 2023. The following investing activities impacted our cash flow: Capital expenditures 37 Capital expenditures in 2024 was $10.3 million compared to $9.4 million in 2023.
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.
In 2024, the Company spent $2.3 million repurchasing approximately 200,000 shares, (2023: $2.7 million repurchasing approximately 200,000 shares). 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.
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.
Cash flow was impacted by the $5.8 million receipt arising from the reimbursement of legal costs in relation to the previously disclosed US Ecology case, whereas 2023 had an outflow of $5.9 million. Also impacting the 2023 cash flow was the $2.1 million contribution the Company made in relation to the sale of the U.S. pension plan to an insurer.
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. 32 Investing activities Net cash used for investing activities was $4.9 million in 2025, compared to $3.4 million in 2024.
Selling, general and administrative expenses ("SG&A") SG&A costs as a percentage of sales are relatively flat, having increased by 0.3 percentage points in 2024 from 2023. SG&A costs in 2023 included $5.9 million of legal costs in the Elektron Division. This activity relates to the legal case described in Note 22.
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.
While sales in our General Industrial and Transportation end markets have decreased by 9.2% and 5.7% respectively, our sales in our Defense, First Response and Healthcare end market have increased by 2.7%.
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%.
The defined benefit pension charge of $7.6 million in 2023, was predominantly the result of the sale of the U.S. pension plan liability to an insurer.
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.
Adjusted EBITA The 7.9 percentage point increase in adjusted EBITA for Elektron as a percentage of net sales in 2024 from 2023 was a result of the net recovery from the previously disclosed US Ecology case in 2024 of $7.7 million, compared to the net cost of $5.9 million in 2023. This was partially offset by adverse price.
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.
Removed
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 general industrial applications. Luxfer is a global industrial company innovating niche applications in materials engineering.
Added
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.
Removed
Key trends and uncertainties regarding our existing business Uncertainty of demand in certain end-markets Macro-economic conditions have continued to impact our general industrial end-market with demand remaining soft for products across all segments.
Added
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.
Removed
We have also experienced variability of demand for certain products in our defense, first response & healthcare end-market, particularly defense applications, including countermeasure flares and flameless ration heaters, although we have seen this improve in the second half of the year. We have been able to navigate these challenges through productivity and cost management initiatives resulting in improved margins.
Added
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.
Removed
Legal recoveries and effective working capital management contributed to excellent cash conversion and significantly reduced net debt levels. While the outlook remains uncertain there are some signs of recovery within the industrial and defense end markets within our Elektron segment, which we are well-placed to capitalize on.
Added
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.
Removed
The adverse impact of volume and mix has accounted for a $16.0 million reduction in sales, while the passing through of price increases has slightly offset this decrease by $1.2 million.
Added
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.
Removed
Overall sales have been negatively impacted by: • Significant decrease in demand for zirconium products, particularly those used in automotive catalysis products; • Lower sales of both commercial and defense aerospace alloys; • Reductions in sales of chemical response kits following increased activity in the prior year clearing order backlogs; • Lower sales for Alternative Fuel cylinders following lower demand in North America; and • Decreased demand for photo-engraving plates.
Added
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.
Removed
These decreases were partially offset by: • Increased sales of flameless ration heaters for meals ready to eat (MRE) and of our new unitized ration product ("UGR-E") ; • Strong sales of magnesium alloys, particularly those used in automotive applications; and • Stronger demand for SCBA cylinders as well as cylinders used in aerospace applications.
Added
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.
Removed
Gross profit The 3.0 percentage point increase in gross profit as a percentage of sales in 2024 from 2023 was primarily the result of contract renegotiation and manufacturing efficiencies having a positive impact on margins within the Gas Cylinders and Elektron Divisions respectively. This has been partially offset by adverse volume and mix.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

6 edited+7 added−6 removed6 unchanged
Biggest changeDecember 31, 2024 Sales hedges U.S. dollars Canadian Dollars Contract totals/£m 36.5 0.2 Maturity dates 01/25 to 03/25 01/25 Exchange rates $1.2511 to $1.2999 $1.7969 Purchase hedges U.S. dollars Euros Canadian dollars Australian dollars Contract totals/£m 1.2 0.8 15.6 1.0 Maturity dates 01/25 02/25 01/25 to 03/25 01/25 Exchange rates $1.2507 €1.2104 $1.7451 to $1.8137 $2.0073 to $2.0177 December 31, 2023 Sales hedges U.S. dollars Euros Canadian Dollars Japanese Yen Contract totals/£m 23.5 3.4 0.3 0.2 Maturity dates 01/24 to 02/24 01/24 to 03/24 01/24 to 02/24 01/24 to 02/24 Exchange rates $1.2159 to $1.2760 €1.1432 to €1.1494 $1.6843 ¥179.3673 to ¥185.6455 Purchase hedges U.S. dollars Euros Canadian dollars Australian dollars Chinese yuan Contract totals/£m 0.4 0.8 11.0 0.9 1.4 Maturity dates 02/24 to 03/24 01/24 01/24 to 02/24 01/24 01/24 Exchange rates $1.2155 to $1.2614 €1.1577 to €1.1535 $1.7199 to $1.6840 $1.8719 ¥9.0433 to ¥9.0440 43 Commodity price risk We are exposed to commodity price risks in relation to the purchases of our raw materials.
Biggest changeDollars Euros Canadian Dollars Australian Dollars Contract totals/£m 1.2 0.8 15.6 1.0 Maturity dates 01/25 02/25 01/25 to 03/25 01/25 Exchange rates $1.2507 €1.2104 $1.7451 to $1.8137 $2.0073 to $2.0177 38 Commodity price risk We are exposed to fluctuations in the prices of certain raw materials that are significant to our operations, including magnesium, zirconium-based inputs, certain rare earth metals, carbon fiber and primary aluminum.
Gains and losses related to a hedge are deferred and recorded in the Consolidated Balance Sheets as a component of Accumulated Other Comprehensive Income ("AOCI") and are subsequently recognized in the Consolidated Statements of Income and Comprehensive Statements of Income when the hedged item affects earnings.
Gains and losses related to a hedge are deferred and recorded in the Consolidated Balance Sheets as a component of Accumulated Other Comprehensive Income ("AOCI") and are subsequently recognized in the Consolidated Statements of Income and Comprehensive Statements of Income when the hedged item affects earnings. December 31, 2025 Sales hedges U.S.
As a result of this exposure, we have in the past hedged interest payable under our floating rate indebtedness based on a combination of forward rate agreements, interest rate caps and swaps. There were no fixed or variable rate interest hedge agreements in place as of December 31, 2024, and December 31, 2023.
Interest rate risk As of December 31, 2025, we had both fixed rate and variable rate debt outstanding on our consolidated balance sheet. As a result of this exposure, we have in the past hedged interest payable under our floating rate indebtedness based on a combination of forward rate agreements, interest rate caps and swaps.
It has also used fixed rate debt within its financing structure to mitigate volatility in interest rate movements as disclosed in Notes 12 and 13 in the Notes to the Consolidated Financial Statements. 44
As a result of this exposure, we may decide to hedge interest payable based on a combination of forward rate agreements, interest rate caps and swaps. We have also used fixed rate debt within our financing structure to mitigate volatility in interest rate movements as disclosed in Notes 12 and 13 in the Notes to the Consolidated Financial Statements. 39
Luxfer has exposure to variable interest rates when it draws down on the revolving credit facilities. As a result of this exposure, we may decide to hedge interest payable based on a combination of forward rate agreements, interest rate caps and swaps.
There were no fixed or variable rate interest hedge agreements in place as of December 31, 2025, and December 31, 2024. Luxfer has exposure to variable interest rates when it draws down on its revolving credit facilities.
However, we remain exposed over time to rising prices in these markets, and therefore rely on the ability to pass on any major price increases to our customers in order to maintain our levels of profitability especially for carbon fiber wrapped composite cylinders, zirconium, and magnesium-based products.
Our ability to maintain margins therefore depends in part on our ability to pass through significant cost increases to customers, particularly for carbon fiber composite cylinders and zirconium and magnesium-based products.
Removed
There is no financial market to hedge magnesium, zirconium raw materials or carbon fiber, and prices for these raw materials have been volatile in recent years, with substantial increases throughout 2022, price fluctuations throughout 2023 and a slow decline in 2024.
Added
Dollars Australian Dollars Canadian Dollars Contract totals/£m 29.4 1.2 0.3 Maturity dates 02/26 01/26 to 02/26 01/26 Exchange rates $1.3098 to $1.3521 $2.0028 to $2.0297 $1.8371 Purchase hedges Euros Canadian dollars Australian dollars Contract totals/£m 0.8 15.6 2.2 Maturity dates 01/26 01/26 to 03/26 01/26 to 02/26 Exchange rates €1.1445 $1.8454 to $1.8305 $2.0111 to $2.0111 December 31, 2024 Sales hedges U.S.
Removed
To help mitigate these risks, we have a number of fixed-price supply contracts for a portion of these raw materials, which limits our exposure to price volatility over a calendar year.
Added
Dollars Canadian Dollars Contract totals/£m 36.5 0.2 Maturity dates 01/25 to 03/25 01/25 Exchange rates $1.2511 to $1.2999 $1.7969 Purchase hedges U.S.
Removed
We have also in the last few years, when we felt it was appropriate, made additional physical purchases of magnesium and some rare earth chemicals to delay the impact of higher prices, but this has had a cash flow impact on occasion, thereby leading to greater utilization of our revolving credit bank facilities.
Added
With the exception of primary aluminum, there are no deep, liquid financial markets available to hedge price risk for these materials, and we generally do not use derivative instruments to manage these exposures. Prices for magnesium, zirconium-based inputs and carbon fiber have been volatile in recent years, reflecting supply-chain disruptions, energy costs, geopolitical factors and changes in global demand.
Removed
Primary aluminum is a global commodity, with its principal trading market on the LME. In the normal course of business, we are exposed to aluminum price volatility to the extent that the costs of aluminum purchases are more closely related to the LME price than the sales prices of certain of our products.
Added
Although we seek to mitigate short-term volatility through fixed-price or time-limited supply arrangements for a portion of our requirements, we remain exposed over time to sustained increases in input costs.
Removed
Our Gas Cylinders Segment will buy various aluminum alloys, in log, sheet, or tube form, and the contractual price will usually include an LME-linked base price plus a premium for a particular type of alloy, as well as the cost of casting, rolling or extruding.
Added
In certain periods, we have increased physical purchases of selected raw materials to manage availability or mitigate near-term price increases, which can increase working capital requirements and cash outflows and may result in higher utilization of our revolving credit facilities.
Removed
The price of high-grade aluminum, which is actively traded on the LME, has fluctuated significantly in recent years. Interest rate risk As of December 31, 2024, we had both fixed rate and variable rate debt outstanding on our consolidated balance sheet.
Added
Primary aluminum is a globally traded commodity with active financial markets, and pricing for many of our aluminum purchases is linked to prevailing market prices. Our Gas Cylinders segment purchases various aluminum alloys, typically priced based on a market-linked base price together with alloy premiums and conversion costs.
Added
We are exposed to aluminum price risk to the extent that changes in aluminum prices, regional premiums or conversion costs are not fully or timely reflected in customer pricing. Adverse movements in these factors could negatively affect our results of operations and cash flows.

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