Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Information regarding forward-looking statements
This Annual Report on Form 10-K contains certain statements, statistics and projections that are, or may be, forward-looking. These forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other factors that could cause our actual results of operations, financial condition, liquidity, performance, prospects, opportunities, achievements or industry results, as well as those of the markets we serve or intend to serve, to differ materially from those expressed in, or suggested by, these forward-looking statements. The accuracy and completeness of all such statements, including, without limitation, statements regarding our future financial position, strategy, plans and objectives for the management of future operations, is not warranted or guaranteed. These statements typically contain words such as "believes," "intends," "expects," "anticipates," "estimates," "may," "will," "should" and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Although we believe that the expectations reflected in such statements are reasonable, no assurance can be given that such expectations will prove to be correct. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, factors identified in "Business," "Risk factors," and "Management's Discussion and Analysis of Financial Condition and Results of Operations," or elsewhere in this Annual Report, as well as:
• general economic conditions, or conditions affecting demand for the services offered by us in the markets in which we operate, both domestically and internationally, being less favorable than expected;
• worldwide economic and business conditions and conditions in the industries in which we operate;
• potential or actual tariffs, and other political risks worldwide;
• future pandemics;
• fluctuations in the cost and / or availability of raw materials, including Chinese rare earths, labor and energy, as well as our ability to pass on cost increases to customers;
• currency fluctuations and other financial risks;
• our ability to protect our intellectual property;
• the amount of indebtedness we have incurred and may incur, and the obligations to service such indebtedness and to comply with the covenants contained therein;
• relationships with our customers and suppliers;
• increased competition from other companies in the industries in which we operate;
• changing technology;
• our ability to execute and integrate new acquisitions;
• claims for personal injury, death or property damage arising from the use of products produced by us;
• the occurrence of accidents or other interruptions to our production processes;
• changes in our business strategy or development plans, and our expected level of capital expenditure;
• our ability to attract and retain qualified personnel;
• restrictions on the ability of Luxfer Holdings PLC to receive dividends or loans from certain of its subsidiaries;
• climate change regulations and the potential impact on energy costs;
• regulatory, environmental, legislative and judicial developments; and
• our intention to pay dividends.
Please read the sections "Business," "Risk factors," and "Management's Discussion and Analysis of Financial Condition and Results of Operations," of this Annual Report on Form 10-K for a more complete discussion of the factors that could affect our performance and the industries in which we operate, as well as those discussed in other documents we file or furnish with the SEC.
About Luxfer
Luxfer Holdings PLC ("Luxfer," "the Company," "we," "our") is a global industrial company innovating niche applications in materials engineering. Luxfer focuses on value creation by using its broad array of technical know-how and proprietary technologies to help create a safe, clean and energy-efficient world. Luxfer's high performance materials, components and high-pressure gas containment devices are used in defense, first response and healthcare, transportation and specialty industrial applications.
Key trends regarding our existing business
Operating objectives and trends
In 2026, we expect the following operating objectives and trends to impact our business:
• Focus on navigating near-term uncertainties while maintaining strategic discipline for long-term growth;
• Completion of recently launched centers of excellence programs involving footprint optimization, manufacturing excellence through automation and margin improvement;
• Navigating market volatility, tariffs and wider impact from these, including alternative sourcing arrangements for rare earth materials;
• Execution of select capital investment projects to support our strategy of profitable growth while improving our infrastructure;
• Continued emphasis on operating cash generation and maintaining strong working capital performance; and
• Focus on recruiting, developing, maintaining talent, and driving a high-performance culture.
• Continued evaluation of strategic alternatives in response to the strategic review concluded in 2024.
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
Net sales
Cost of sales
Gross profit
% of net sales
Selling, general and administrative expenses
% of net sales
Research and development
% of net sales
Restructuring charges
% of net sales
Impairment charges
% of net sales
Disposal related costs
% of net sales
Other (costs) / income
% of net sales
Gain on disposal of assets held-for-sale
% of net sales
Operating income
% of net sales
Net interest expense
% of net sales
Defined benefit pension credit / (charge)
% of net sales
Income / (loss) before income taxes
% of net sales
(Provision) / credit for income taxes
Effective tax rate
Net income / (loss) from continuing operations
% of net sales
Net sales
Adjusting for foreign exchange tailwinds of $3.0 million (2024: tailwind of $1.7 million), and excluding Graphic Arts sales of $13.4 million (2024: $29.6 million) consolidated net sales have increased by $5.9 million or 1.6% in 2025 from 2024. Lower volumes and unfavorable mix reduced sales by $0.5 million, more than offset by $6.4 million from the pass-through of price increases.
Excluding Graphic Arts, sales in our Specialty Industrial and Defense, First Response and Healthcare end market have increased by 11.9% and 2.9% respectively, whilst our sales in our Transportation end market have decreased by 4.8%.
Revenue was positively impacted from:
• Strong sales of Meals Ready to Eat (MREs) and Unitized Group Rations (UGR-E);
• Greater demand for magnesium aerospace alloys;
• Increased sales of magnesium powders for both commercial and defense use; and
• Higher demand for cylinders used in aerospace and space exploration projects.
These increases have been partially offset by:
• Significant reduction in Alternative Fuel cylinder sales, as well as those used for SCBA and medical purposes; and
• Decrease in sales of zirconium powders, specifically those used for automotive catalysis.
Gross profit
Excluding Graphic Arts there was a 0.8 percentage point increase in gross profit as a percentage of sales in 2025 from 2024. This increase was primarily the result of positive sales mix, pricing discipline and continued operational execution across end markets, partially offset by the impact of higher fixed costs in the Elektron division linked to increased volumes and infrastructure investment.
Selling, general and administrative expenses ("SG&A")
Excluding Graphic Arts, SG&A costs as a percentage of sales have increased by 0.5 percentage points in 2025 from 2024.
Research and development costs
Excluding Graphic Arts, research and development costs as a percentage of sales remained flat in 2025 from 2024.
Restructuring charges
The $9.0 million restructuring charges in 2025 predominantly relates to costs aimed at reducing our fixed cost structure and generating savings through enhanced operational alignment, in particular to centralize our North American gas cylinders and magnesium powders businesses. We ceased manufacturing at our Pomona, California facility in December 2025.
As part of this initiative, we recognized impairment charges of $3.8 million related to property, plant and equipment in accordance with ASC 360, and $1.9 million related to right-of-use assets from operating leases in accordance with ASC 842, which applies the long-lived asset impairment model in ASC 360. The impairments were triggered by a strategic decision to relocate operations, resulting in the affected assets no longer being used for their originally intended period. Asset impairments of $0.8 million were recognized in relation to inventory to reflect inventory no longer recoverable as part of the relocation.
The remaining $2.5 million restructuring charge related to severance and other costs.
Disposal related costs
On July 2, 2025, the Company completed the divesture of its Graphic Arts business to Vulcan Metals Specialty Products, Inc., a newly created affiliate of TerraMar Capital LLC. Graphic Arts was previously reported as a separate operating segment under ASC 280.
The Company recognized a net loss on held-for-sale asset group of $1.9 million. Additional costs of $0.1 million represent professional fees incurred prior to the completion of the disposal of the Graphic Arts business.
In 2024 disposal related costs of $12.2 million were incurred in relation to the divestiture of our Graphic Arts segment. $9.8 million represents a loss on held-for-sale asset group to reflect its fair value at that time and $2.4 million represents professional fees.
Other (Costs) / income
Other Income of $7.7 million in 2024 relates to the recovery of legal costs from our insurer related to the previously disclosed US Ecology case, (see Note 20). Historically the legal costs relating to this case were in selling, general and administrative expenses.
In 2025, other costs of $0.8 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. Net consideration of $7.3 million was received in the fourth quarter of 2024.
Net interest expense
Net interest expense of $3.1 million in 2025 decreased from $5.2 million in 2024 primarily due to the lower average drawings on the revolving credit facility.
Defined benefit pension credit
The defined benefit pension credit of $1.3 million in 2025 relates to the U.K. plan and was broadly consistent with the $1.6 million credit recognized in 2024.
Provision for income taxes
The 10.1 percentage point increase in the effective tax rate in 2025 from 2024 was primarily due to difference of basis in accounting and state taxes.
2024 compared with 2023
For a discussion comparing our consolidated operating results for the year ended December 31, 2024, with the year ended December 31, 2023, refer to Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation - Discussion and Analysis - Consolidated Operating Results in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the U.S. Securities and Exchange Commission on February 25, 2025. This section is incorporated by reference into this Annual Report on Form 10-K for the year ended December 31, 2025.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP MEASURES
The following tables of non-GAAP summary financial data presents a reconciliation of net income from continuing operations and diluted earnings per ordinary share from continuing operations to adjusted net income from continuing operations, adjusted EBITA from continuing operations, adjusted income from continuing operations before income taxes, adjusted EBITDA from continuing operations, adjusted EBITDA excluding legal cost recovery, adjusted earnings per ordinary share from continuing operations, adjusted provision for income taxes and adjusted effective tax rate from continuing operations, for the periods presented, being the most comparable GAAP measures. Management believes that adjusted net income excluding legal cost recovery, adjusted earnings per share, adjusted EBITA and adjusted EBITDA excluding legal cost recovery are key performance indicators ("KPIs") used by the investment community and that such presentation will enhance an investor’s understanding of the Company's operational results. In addition, Luxfer's CEO and other senior management use these KPIs, among others, to evaluate business performance. However, investors should not consider adjusted net income from continuing operations, adjusted earnings per share from continuing operations, adjusted EBITA from continuing operations and adjusted EBITDA excluding legal cost (recovery) from continuing operations in isolation as an alternative to net income and earnings per share when evaluating Luxfer's operating performance or measuring Luxfer's profitability. In 2024, the Company initiated a process to the Graphic Arts business which was concluded in July 2025. While Graphic Arts did not meet the 'strategic shift' criteria outlined in ASC 205-20 for it to be classified as a operation, management believed it is appropriate in the tables below to separate out the results of Graphic Arts in order to provide a more complete financial summary for the period. Similarly for other income of $7.7 million in 2024 relates to the recovery of legal costs from our insurer related to the previously US Ecology case, historically the legal costs relating to this case were in selling, general and administrative expenses, however the other income in 2024 is separated due to its one-off nature and the recovery relating to several years. We believe separating the income and costs relating to this is also appropriate to provide a more complete financial summary for the period.
Year-to-date
In millions except per share data
Continuing operations
Graphic Arts
Adjusted Total
Continuing operations
Graphic Arts
Adjusted Total
Net income / (loss)
Accounting charges relating to acquisitions and disposals of businesses:
Amortization on acquired intangibles
Disposal related costs
Defined benefit pension credit
Restructuring charges
Gain on disposal of assets held-for-sale
Other costs
Share-based compensation charge
Income tax on adjusted items
Adjusted net income / (loss)
Less:
Legal cost recovery
Tax on legal cost recovery
Adjusted net income / (loss) excluding legal
Adjusted earnings / (loss) per ordinary share (1)
Diluted earnings / (loss) per ordinary share
Impact of adjusted items
Adjusted diluted earnings / (loss) per ordinary share
Impact of legal cost recovery
Adjusted diluted earnings / (loss) per ordinary share excluding legal cost recovery
(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.
Year-to-date
In millions except per share data
Continuing operations
Graphic Arts
Adjusted Total
Continuing operations
Graphic Arts
Adjusted Total
Adjusted net income / (loss)
Add back:
Income tax on adjusted items
Income tax expense
Net finance costs
Adjusted EBITA
Loss on disposal of property, plant and equipment
Depreciation
Adjusted EBITDA
Less:
Legal cost recovery
Adjusted EBITDA excluding legal
Year-to-date
In millions except per share data
Continuing operations
Graphic Arts
Adjusted Total
Continuing operations
Graphic Arts
Adjusted Total
Adjusted net income / (loss)
Add back:
Income tax on adjusted items
Provision / (credit) for income taxes
Adjusted income / (loss) before income taxes
Adjusted provision / (credit) for income taxes
Adjusted effective tax rate
In millions
Gas Cylinders
Elektron
Graphic Arts
Total
Segment adjusted EBITA
Depreciation
Segment adjusted EBITDA
In millions
Gas Cylinders
Elektron
Graphic Arts
Total
Segment adjusted EBITA
Depreciation
Loss on disposal of property, plant and equipment
Segment adjusted EBITDA
In millions
Gas Cylinders
Elektron
Graphic Arts
Total
Segment adjusted EBITA
Depreciation
Segment adjusted EBITDA
SEGMENT RESULTS OF OPERATIONS
The summary that follows provides a discussion of the results of operations of each of our three reportable segments during the year (Gas Cylinders, Elektron and Graphic Arts). The Graphic Arts business was sold on July 2, 2025. These segments comprise various product offerings that serve multiple end-markets.
Adjusted EBITA, which is our segment income metric, represents net income from continuing operations adjusted for share-based compensation charges, restructuring charges, impairment charges, disposal costs, loss / (gain) on disposal of assets held-for-sale, net interest expenses, defined benefits pension credit, provision for taxes and amortization. A reconciliation to pre-tax income can be found in ITEM 8, Note 18. Adjusted EBITDA, as shown below, represents adjusted EBITA less depreciation. Management believes that adjusted EBITA and adjusted EBITDA are key performance indicators ("KPIs") used by the investment community and that such presentation will enhance an investor’s understanding of the Company's operational results. Adjusted EBITDA is reconciled to adjusted EBITA above.
GAS CYLINDERS
The results of operations from the Gas Cylinders segment are for continuing operations only.
The net sales, adjusted EBITA and adjusted EBITDA for Gas Cylinders were as follows:
Years ended December 31,
% / point change
In millions
Net sales
Adjusted EBITA
Adjusted EBITDA
Adjusted EBITA % of net sales
Adjusted EBITDA % of net sales
Net sales
The 6.2% decrease in Gas Cylinders sales in 2025 from 2024 was primarily the result of:
• Continued softness in demand of Alternative Fuels cylinders;
• Lower sales of medical and SCBA cylinders.
These decreases have been partially offset by:
• Gains in sales of aerospace cylinders, which serve commercial aircraft and space exploration programs.
Adjusted EBITA
The 1.1 percentage point decrease in adjusted EBITA for Gas Cylinders as a percentage of net sales in 2025 from 2024 is the result of adverse sales mix partially offset by price and a foreign exchange tailwind.
Adjusted EBITDA
The 1.1 percentage point decrease in adjusted EBITDA for Gas Cylinders as a percentage of net sales in 2025 from 2024 is the result of the decrease in adjusted EBITA as a percentage of net sales.
ELEKTRON
The net sales, adjusted EBITA and adjusted EBITDA for Elektron were as follows:
Years ended December 31,
% / point change
In millions
Net sales
Adjusted EBITA
Adjusted EBITDA
Adjusted EBITA % of net sales
Adjusted EBITDA % of net sales
Net sales
The 11.6% increase in Elektron sales in 2025 from 2024 was primarily the result of:
• Significant increase in sales of Meals Ready to Eat ("MREs") and Unitized Group Rations "(UGR-E");
• Increase in sales of magnesium powders for both commercial and defense use;
• Continued recovery in sales of magnesium aerospace alloys; and
• Improved demand for oil and gas alloys.
These increases were partially offset by:
• Decrease in sales of zirconium powders for both commercial and defense use; and
• Lower sales of automotive catalysis materials.
Adjusted EBITA
The 3.2 percentage point decrease in adjusted EBITA for Elektron as a percentage of net sales in 2025 from 2024 is the result of adverse price and a foreign exchange headwind.
Adjusted EBITDA
The 3.6 percentage point decrease in adjusted EBITDA for Elektron as a percentage of net sales in 2025 from 2024 was predominantly the result of the decrease in adjusted EBITA as a percentage of net sales.
GRAPHIC ARTS
The net sales, adjusted EBITA and adjusted EBITDA for Graphic Arts were as follows:
Years ended December 31,
% / point change
In millions
Net sales
Adjusted EBITA
Adjusted EBITDA
Adjusted EBITA % of net sales
Adjusted EBITDA % of net sales
On July 2, 2025, the Company completed the divesture of its Graphic Arts business to Vulcan Metals Specialty Products, Inc., a newly created affiliate of TerraMar Capital LLC. Graphic Arts was previously reported as a separate operating segment under ASC 280. Following the disposal, Graphic Arts will no longer be presented as a reportable segment. The Company recognized a net loss on held-for-sale asset group of $1.9 million in 2025.
LIQUIDITY AND CAPITAL RESOURCES
Our liquidity requirements arise primarily from obligations under our indebtedness, capital expenditures, acquisitions, the funding of working capital and the funding of hedging facilities to manage foreign exchange and commodity purchase price risks. We meet these requirements primarily through cash flows from operating activities, cash deposits and borrowings under the Revolving Credit Facility and accompanying ancillary hedging facilities and the Loan Note due in 2026. Our principal liquidity needs are:
• funding acquisitions, including deferred contingent consideration payments;
• capital expenditure requirements;
• payment of shareholder dividends;
• servicing interest on the Loan Notes, which is payable at each quarter end, in addition to interest and / or commitment fees on the Senior Facilities Agreement;
• working capital requirements, particularly in the short term as we aim to achieve organic sales growth; and
• hedging facilities used to manage our foreign exchange risks.
We believe that, in the long term, cash generated from our operations will be adequate to meet our anticipated requirements for working capital, capital expenditures and interest payments on our indebtedness. In the short term, we believe we have sufficient credit facilities to cover any variation in our cash flow generation. However, any major repayments of indebtedness will be dependent on our ability to raise alternative financing or to realize substantial returns from operational sales, in July 2025 we completed a refinance of our shelf facility, the terms of this remaining the same, with expiry now in July 2030. Our ability to expand operations through sales development and capital expenditures could be constrained by the availability of liquidity, which, in turn, could impact the profitability of our operations.
We have been in compliance with the covenants under the Loan Notes and the RCF throughout all of the quarterly measurement dates from and including September 30, 2011, to December 31, 2025. In July 2025 we completed a refinance of our shelf facility, the terms of this remaining the same, with expiry now in July 2030 as opposed to October 2026.
Luxfer conducts all of its operations through its subsidiaries and joint ventures. Accordingly, Luxfer's main cash source is dividends from its subsidiaries. The ability of each subsidiary to make distributions depends on the funds that a subsidiary receives from its operations in excess of the funds necessary for its operations, obligations or other business plans. We have not historically experienced any material impediment to these distributions, and we do not expect any local legal or regulatory regimes to have any impact on our ability to meet our liquidity requirements in the future. In addition, since our subsidiaries are wholly-owned, our claims will generally rank junior to all other obligations of the subsidiaries. If our operating subsidiaries are unable to make distributions, our growth may slow, unless we are able to obtain additional debt or equity financing. In the event of a subsidiary's liquidation, there may not be assets sufficient for us to recoup our investment in the subsidiary.
Our ability to maintain or increase the generation of cash from our operations in the future will depend significantly on the competitiveness of and demand for our products, including our success in launching new products. Achieving such success is a key objective of our business strategy. Due to commercial, competitive and external economic factors, however, we cannot guarantee that we will generate sufficient cash flows from operations or that future working capital will be available in an amount sufficient to enable us to service our indebtedness or make necessary capital expenditures.
Cash Flows from Continuing Operations
Operating activities
Cash provided by operating activities was $34.0 million and $51.1 million in 2025 and 2024 respectively, which includes approximately $2.3 million and $5.0 million of cash spent on restructuring activities in those years. Cash was primarily related to the net income from operating activities, net of the following non-cash items: depreciation and amortization; share-based compensation charges; pension credit; gain on disposal of held for sale assets; loss on held-for-sale asset group and net changes to assets and liabilities. In 2025 and 2024 cash flow was positively impacted by the $1.9 million and $5.8 million, respectively, receipt arising from the reimbursement of legal costs in relation to the previously disclosed US Ecology case.
Investing activities
Net cash used for investing activities was $4.9 million in 2025, compared to $3.4 million in 2024. The following investing activities impacted our cash flow:
Capital expenditures
Capital expenditures in 2025 was $7.8 million compared to $10.3 million in 2024, with an additional $0.4 million purchasing intangible assets in 2024. We anticipate capital expenditures for 2026 to be between $15 million and $20 million.
Proceeds from assets held for sale
In September 2024, the Company sold a previously held-for-sale building in the Elektron segment for $7.3 million. Consideration was paid in full in October 2024.
Proceeds from sale of businesses
On July 2, 2025, the Company completed the divesture of its Graphic Arts business to Vulcan Metals Specialty Products, Inc., a newly created affiliate of TerraMar Capital LLC, with net proceeds of $2.9 million being received in 2025.
Financing activities
In 2025, net cash used in financing activities was $25.0 million, (2024: $44.0 million). During the year, the Company repaid $3.1 million of bank overdrafts (2024: $1.5 million repaid), made net repayments of $3.2 million on its borrowing facilities (2024: net repayments of $25.7 million) and incurred $0.9 million of costs related to the refinancing of its shelf facility (2024: nil).
Dividend payments totaled $13.9 million in 2025 (2024: $14.0 million), representing $0.52 per ordinary share in both periods
In addition, during 2025, the Company spent $3.1 million repurchasing 246,875 shares, (2024: $2.3 million repurchasing 200,000 shares) and paid $0.8 million in settling share based compensation awards (2024: $0.5 million).
Loan Note 2026
The Note Purchase Agreement contains customary covenants and events of default, in each case with customary and appropriate grace periods and thresholds. In addition, the Note Purchase Agreement requires us to maintain compliance with a minimum interest coverage ratio and a leverage ratio. The interest coverage ratio measures our EBITDA (as defined in the Note Purchase Agreement) to Net Finance Charges (as defined in the Note Purchase Agreement). We are required to maintain an interest coverage ratio of 4.0:1. The leverage ratio measures our Total Net Debt (as defined in the Note Purchase Agreement) to Adjusted Acquisition EBITDA (as defined in the Note Purchase Agreement). We are required to maintain a leverage ratio of no more than 3.0:1. We have been in compliance with the covenants under the Note Purchase Agreement throughout all of the quarterly measurement dates from and including September 30, 2011, to December 31, 2025. The Loan Note due 2026 and the Note Purchase Agreement are governed by the law of the State of New York.
The Loan Note due 2026 is denominated in U.S. dollars, which creates a natural partial offset between the dollar-denominated net assets and earnings of our U.S. operations and the dollar-denominated debt and related interest expense of the notes. We have included the Note Purchase Agreement and a form of the Loan Note due 2026 as exhibits to this Annual Report and refer you to the exhibits for more information on the Note Purchase Agreement and the Loan Note due 2026.
Senior Facilities Agreement
Our Senior Facilities Agreement was refinanced in July 2025, for more information see Note 12.
Structure. At December 31, 2025 the Senior Facilities Agreement provided $125 million of committed debt facilities in the form of a multi-currency (GBP sterling, U.S. dollars or euros) RCF and an additional $25 million of uncommitted facilities through an accordion clause. The facilities mature in July 2030. As of December 31, 2025, we had drawn down $15.3 million under the Revolving Credit Facility (December 31, 2024: $17.2 million).
Availability. T he facility is used for loans and overdrafts. Amounts unutilized under the RCF (or, if the case, under the revolving portion of the accordion) are allocated to ancillary facilities available under the Senior Facilities Agreement in connection with overdraft facilities, bilateral loan facilities and letter of credit facilities. As of December 31, 2025, we had drawn down $3.5 million under the ancillary facilities (December 31, 2024: $2.8 million). We may use amounts drawn under the RCF for our general corporate purposes and certain capital expenditures, as well as for the financing of permitted acquisitions and reorganizations. As of December 31, 2025, $109.7 million (net of $15.3 million drawn down) was available under the RCF. The last month in which we may draw funds from the RCF is June 2030.
The Company also had a separate (uncommitted) bonding facility for bank guarantees; denominated in GBP sterling totaling £0.5 million ($0.7 million) and £0.1 million ($0.2 million) was utilized at December 31, 2025.
Interest rates and fees. Borrowings under the facility bear an interest rate equal to an applicable margin plus either EURIBOR, in the case of amounts drawn in euros, or SONIA (Sterling Overnight Index Average), in the case of amounts drawn in GBP sterling or U.S. dollars.
The tables below sets out the range of ratios and the related margin percentage currently in effect.
Leverage
Margin
(% per annum)
Greater than 2.5:1
Less than or equal to 2.5:1, but greater than 2.0:1
Less than or equal to 2.0:1, but greater than 1.5:1
Less than or equal to 1.5:1, but greater than 1.0:1
Less than or equal to 1.0:1
As of December 31, 2025, we had drawn down $15.3 million under the RCF (December 31, 2024: $17.2 million). A commitment fee is levied each quarter against any unutilized element of the RCF, excluding overdraft or ancillary facilities.
In the event of a sale of all or substantially all of our business and / or assets, or if any person or group of persons acting in concert gains direct or indirect control (as defined in the Senior Facilities Agreement) of Luxfer Holdings PLC, we will be required to immediately repay all outstanding amounts under the RCF (and, if the case, the accordion) and the ancillary facilities under the Senior Facilities Agreement.
In addition, the Senior Facilities Agreement requires us to maintain compliance with an interest coverage ratio and a leverage ratio. The interest coverage ratio measures our EBITDA (as defined in the Senior Facilities Agreement) to Net Finance Charges (as defined in the Senior Facilities Agreement). We are required to maintain a minimum interest coverage ratio of 4.0:1. The leverage ratio measures our Total Net Debt (as defined in the Senior Facilities Agreement) to the Relevant Period Adjusted Acquisition EBITDA (as defined in the Senior Facilities Agreement). We are required to maintain a leverage ratio of no more than 3.0:1.
We have been in compliance with the covenants under the 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.
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. Companies Act, according to which dividends may only be paid out of profits available for distribution determined by reference to financial statements prepared in accordance with the Companies Act and the International Accounting Standards Board, which differ in some respects from U.S. GAAP. In the event that dividends are paid in the future, holders of the ordinary shares will be entitled to receive payments in U.S. dollars in respect of dividends on the underlying ordinary shares in accordance with the deposit agreement. Furthermore, because we are a holding company, any dividend payments would depend on cash flows from our subsidiaries.
Authorized shares
Our authorized share capital consists of 40.0 million ordinary shares with a par value of £0.50 per share.
Contractual obligations
The following summarizes our significant contractual obligations that impact our liquidity:
Payments Due by Period
In millions
Total
Less than
1 year
years
years
After
5 years
Contractual cash obligations
Loan Notes due 2026
Revolving Credit Facility due July 2030
Obligations under operating leases
Capital commitments
Interest payments
Total contractual cash obligations
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. Management's Discussion and Analysis of Financial Condition and Results of Operation - Discussion and Analysis - Consolidated Operating Results in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the U.S. Securities and Exchange Commission on February 25, 2025. This section is incorporated by reference into this Annual Report on Form 10-K for the year ended December 31, 2025.
Off-balance sheet measures
At December 31, 2025, we had no off-balance sheet arrangements other than the three bonding facilities as described above.
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.
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.
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. 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.
In January 2025, a final settlement was agreed upon related to the US Ecology case which was covered in full by the Company's insurance policy, with payment received in February 2025. As a result, the Company recorded a liability for the settlement in other current liabilities and recognized a gain contingency related to the insurance payout receivable in accounts and other receivables as at December 31, 2024, nil at December 31, 2025.
In April 2025, the Office of Defects Investigation (ODI) of the National Highway Traffic Safety Administration (NHTSA) opened a Preliminary Evaluation to investigate allegations of compressed natural gas (CNG) fuel leaks in certain CNG fuel systems, equipped with certain Luxfer Type 4 CNG fuel containers. Luxfer is fully co-operating with this Preliminary Evaluation, which has a range of potential outcomes, and at this stage Luxfer is not able to estimate the potential financial impact. Luxfer does not believe that this alleged issue poses an unreasonable risk to motor vehicle safety.
In July 2025, in accordance with the Luxfer Graphic Arts sale agreement, the Company has fully indemnified the purchaser for certain identified environmental matters relating to the Madison Illinois site, which we estimate will cost approximately $1.0 million to close out. A provision for these obligations has been recognized and is included within other current liabilities in the Consolidated Balance Sheet.
Additionally, we have provided indemnification for any unidentified environmental matters that may have occurred between 2003 (the year of the original acquisition by Luxfer) and July 2025, capped at $10.0 million and / or 5 years.
Also, in 2025, the Company recognized a provision in relation to dilapidation obligations associated with the former Superform U.K. site sold in 2021, for which the Group remains a guarantor under the relevant lease arrangements following disposal of the business. The obligation reflects management’s best estimate of the costs required to settle the remaining property reinstatement and exit obligations.
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. Our significant accounting policies are more fully described in ITEM 8, Note 1 of the Notes to Consolidated Financial Statements. Certain accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on our historical experience, terms of existing contracts, our observance of trends in the industry and information available from other outside sources, as appropriate. We consider an accounting estimate to be critical if:
• it requires us to make assumptions about matters that were uncertain at the time we were making the estimate; and
• changes in the estimate or different estimates that we could have selected would have had a material impact on our financial condition or results of operations.
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. Inherent in these valuations are assumptions, including: (i) discount rates; (ii) inflation rates; (iii) pension increases; and (iv) life expectancy. These assumptions are updated annually and are disclosed in ITEM 8, Note 15 to the Notes to Consolidated Financial Statements. Differences in actual experience or changes in assumptions can have a material impact on the pension and other post-retirement obligations and future expense.
We recognize changes in the fair value of plan assets and net actuarial gains or losses for pension and other post-retirement benefits annually in the fourth quarter each year ("mark-to-market adjustment") and, if applicable, in any quarter in which an interim remeasurement is triggered. Net actuarial gains and losses occur when the actual experience differs from any of the various assumptions used to value our pension and other post-retirement plans or when assumptions change as they may each year. The primary factors contributing to actuarial gains and losses each year are (i) changes in the discount rate used to value pension and other post-retirement benefit obligations as of the measurement date and (ii) differences between the expected and the actual return on plan assets. This accounting method also results in the potential for volatile and difficult to forecast mark-to-market adjustments. The remaining components of pension expense, including service and interest costs and the expected return on plan assets, are recorded on a quarterly basis as ongoing pension expense. The latest triennial actuarial valuation of the Plan was carried out in March 31, 2024, the Plan had a surplus of £20.8 million (compared with a £12.2 million at the previous valuation in April 2021).
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. 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.
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.
Inflation rate
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. Inflation measured by the CPIH is consistently significantly lower than that measured by RPI, and therefore, these plans imply a significant expected reduction in RPI inflation from 2030 onwards. As a result we have taken a stepped approach and used different inflation rates pre and post 2030.
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.
Pension increases
The pension increase assumptions have been set with reference to the corresponding CPI inflation assumption and take account of the caps and floors applicable to the various components of pension indexation.
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.
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.
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. The expected rate of return is designed to be a long-term assumption that may be subject to considerable year-to-year variance from actual returns. In developing the expected long-term rate of return, we considered our historical returns, with consideration given to forecast economic conditions, our asset allocations, input from external consultants and broader longer-term market indices.
See ITEM 8, Note 15 of the Notes to Consolidated Financial Statements for further information regarding pension and other post-retirement plans.
