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Item 2 — Management's Discussion and Analysis
Luxfer Holdings Plc · 10-Q · Q2 FY2026 · Period ended Jun 28, 2026
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Information regarding forward-looking statements
This Interim Report on Form 10-Q contains certain statements, statistics and projections that are, or may be, forward-looking, including with respect to the Transaction. 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 Interim Report, as well as:
• uncertainties as to the timing of the proposed Transaction;
• the risk that competing offers or acquisition proposals will be made;
• the possibility that various conditions to the consummation of the proposed Transaction contained in the Transaction Agreement may not be satisfied or waived (including, but not limited to, the failure to obtain the Company Shareholder Approval and the failure to obtain the sanction of the Court);
• the occurrence of any event, change or other circumstances that could give rise to the termination of the Transaction Agreement;
• the effects of disruption from the transactions contemplated by the Transaction Agreement and the impact of the announcement and pendency of the Transaction on the Company’s business, including its ability to retain and hire key personnel and maintain relationships with customers;
• the risk that any announcements relating to the Transaction could have adverse effects on the market price of the Company’s ordinary shares;
• the risk of any unexpected costs or expenses resulting from the Transaction;
• the risk that shareholder litigation in connection with the Transaction may result in significant costs of defense, indemnification and liability;
• 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;
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• 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," on Form 10-K and "Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Risk factors" of this Interim Report on Form 10-Q 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.
Recent Developments
On July 26, 2026, the Company entered into the Transaction Agreement with Buyer. Pursuant to the Transaction Agreement, upon the terms and subject to the conditions set forth therein, Buyer will acquire the entire issued share capital of the Company pursuant to the Scheme of Arrangement. Upon the terms and subject to the conditions set forth in the Transaction Agreement and the Scheme of Arrangement, at the Effective Time, all of the ordinary shares of the Company then outstanding will be transferred from the Company’s shareholders to Buyer, and the Company’s shareholders will be entitled, pursuant to and in accordance with the terms of the Scheme of Arrangement, to receive $17.37 in cash per ordinary share. The Company Board approved and declared the Transaction Agreement, and the transactions contemplated thereby, including the Transaction, the Scheme of Arrangement and the other transactions contemplated thereby fair to and in the best interests of the Company and its shareholders as a whole. See Note 16 of the Notes to Condensed Consolidated Financial Statements for additional information.
Key trends regarding our existing business
Operating objectives and trends
In 2026, we expect the following operating objectives and trends to impact our business:
• Execution of the proposed Transaction;
• Focus on navigating near-term uncertainties while maintaining strategic discipline for long-term growth;
• Completion of the 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.
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CONSOLIDATED RESULTS OF OPERATIONS
The consolidated results of operations for Luxfer in the Second Quarter of 2026 and 2025 were as follows:
Second Quarter % / point change
In millions 2026 2025 2026 v 2025
Net sales $ 95.7 $ 106.6 (10.2 )%
Cost of goods sold (71.2 ) (81.9 ) (13.1 )%
Gross profit 24.5 24.7 (0.8 )%
% of net sales 25.6 % 23.2 % 2.4
Selling, general and administrative expenses (12.3 ) (13.5 ) (8.9 )%
% of net sales 12.9 % 12.7 % 0.2
Research and development (1.6 ) (1.1 ) 45.5 %
% of net sales 1.7 % 1.0 % 0.7
Restructuring charges (1.6 ) (2.0 ) (20.0 )%
% of net sales 1.7 % 1.9 % (0.2 )
Disposal related costs — (0.1 ) (100.0 )%
% of net sales — % 0.1 % (0.1 )
Loss on disposal of assets held-for-sale — (2.8 ) (100.0 )%
% of net sales — % 2.6 % (2.6 )
Other costs (1.2 ) — n/a
% of net sales 1.3 % — % 1.3
Operating income 7.8 5.2 50.0 %
% of net sales 8.2 % 4.9 % 3.3
Net interest expense (1.0 ) (0.9 ) 11.1 %
% of net sales 1.0 % 0.8 % 0.2
Defined benefit pension (charge) / credit (0.1 ) 0.6 (116.7 )%
% of net sales 0.1 % 0.6 % (0.5 )
Income before income taxes 6.7 4.9 36.7 %
% of net sales 7.0 % 4.6 % 2.4
Provision for income taxes (1.9 ) (2.3 ) (17.4 )%
Effective tax rate 28.4 % 46.9 % (18.5 )
Net income from continuing activities $ 4.8 $ 2.6 84.6 %
% of net sales 5.0 % 2.4 % 2.6
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The consolidated results of operations for Luxfer in the first six months of 2026 and 2025 were as follows:
Year-to-date % / point change
In millions 2026 2025 2026 v 2025
Net sales $ 181.4 $ 205.1 (11.6 )%
Cost of goods sold (134.4 ) (158.9 ) (15.4 )%
Gross profit $ 47.0 $ 46.2 1.7 %
% of net sales 25.9 % 22.5 % 3.4
Selling, general and administrative expenses (24.7 ) (26.5 ) (6.8 )%
% of net sales 13.6 % 12.9 % 0.7
Research and development (3.0 ) (2.2 ) 36.4 %
% of net sales 1.7 % 1.1 % 0.6
Restructuring charges (3.8 ) (1.8 ) 111.1 %
% of net sales 2.1 % 0.9 % 1.2
Disposal related costs — (0.1 ) (100.0 )%
% of net sales — % — % —
Loss on disposal of assets held-for-sale — (2.8 ) (100.0 )%
% of net sales — % 1.4 % (1.4 )
Other costs (1.8 ) — n/a
% of net sales 1.0 % — % 1.0
Operating income 13.7 12.8 7.0 %
% of net sales 7.6 % 6.2 % 1.4
Net interest expense (1.7 ) (1.7 ) 0.0 %
% of net sales 0.9 % 0.8 % 0.1
Defined benefit pension (charge) / credit (0.1 ) 1.2 (108.3 )%
% of net sales 0.1 % 0.6 % (0.5 )
Income from continuing operations 11.9 12.3 (3.3 )%
% of net sales 6.6 % 6.0 % 0.6
Provision for income taxes (3.5 ) (4.2 ) (16.7 )%
Effective tax rate 29.4 % 34.1 % (4.7 )
Net income from continuing operations 8.4 8.1 3.7 %
% of net sales 4.6 % 3.9 % 0.7
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Net sales
On a comparable basis, excluding the impact of foreign currency movements and sales attributable to Superform and Graphic Arts, net sales decreased by 3.1% in the second quarter and by 5.8% in the first six months of 2026. Foreign currency movements reduced net sales by $0.6 million in the second quarter and increased net sales by $0.6 million in the first six months of 2026. Combined sales of Superform and Graphic Arts for the second quarters of 2026 and 2025 were $2.2 million and $9.5 million and $4.0 million and $17.5 million in the first six months of 2026 and 2025, respectively.
Revenue was positively impacted in the quarter from:
• Increased sales of magnesium powders for defense use;
• Strong demand for industrial gas cylinders;
• Increased sales of Alternative Fuel (“AF”) cylinders; and
• Continued strength in sales of magnesium aerospace alloys.
These increases were offset by:
• Lower sales of flameless ration heaters for Meals Ready to Eat (“MREs”) with historically high order levels in the prior year;
• Lower sales of aerospace cylinders, including those serving commercial aircraft and space exploration programs;
• Reduced sales of SCBA cylinders;
• Lower sales of RotaMag® magnesium alloys used in high-performance automotive applications; and
• Reduced sales of zirconium used in industrial applications.
Further to the above, the first six months of 2026 were also significantly affected by lower sales of zirconium products used for pharmaceutical applications and automotive catalysis.
Gross profit
Excluding Superform and Graphic Arts, gross profit as a percentage of sales increased by 2.3 percentage points and 2.5 percentage points in the second quarter and first six months of 2026, respectively, compared to the corresponding periods in 2025. The increases in both periods were primarily the result of pricing actions and cost reduction initiatives, partially offset by adverse sales mix and inflationary cost pressures.
Selling, general and administrative expenses ("SG&A")
Excluding Superform and Graphic Arts, SG&A costs as a percentage of sales in 2026 from 2025 have increased by 0.7 percentage points and 0.9 percentage points in the second quarter and first six months respectively. This is a result of inflationary cost rises and lower sales in the quarter as explained above.
Research and development costs
Excluding Superform and Graphic Arts, research and development costs as a percentage of sales increased by 0.6 percentage points in both the second quarter and first six months of 2026 compared to the corresponding periods in 2025, primarily as a result an increase in magnesium alloy R&D activities.
Restructuring charges
The $1.6 million and $3.8 million of restructuring charges recognized in the second quarter and first six months of 2026, respectively, relate to the continued execution of previously announced restructuring initiatives aimed at reducing our fixed cost structure and enhancing operational alignment, including footprint consolidation projects impacting both North American gas cylinders and magnesium powders operations.
The $2.0 million and $1.8 million of restructuring charges recognized in the second quarter and first six months of 2025, respectively, predominantly related to initiatives aimed at reducing our fixed cost structure and generating savings through enhanced operational alignment, particularly through the reduction of our North American Gas Cylinders footprint. As part of these initiatives, we recognized accelerated depreciation charges of $1.7 million related to property, plant and equipment in the second quarter and first six months of 2025, in accordance with ASC 360. These charges resulted from the strategic decision to relocate certain operations, which shortened the expected useful lives of the affected assets.
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Disposal related costs
Disposal related costs of $0.1 million in the second quarter and first six months respectively of 2025 were incurred in relation to the divestiture of our Graphic Arts segment.
Loss on disposal of assets held for sale
Loss on held-for-sale asset group decreased by $2.8 million in both the second quarter and first six months of 2026 compared to the corresponding periods in 2025. In the second quarter of 2025, the Company recognized a $2.8 million loss related to the Superform asset group to adjust its carrying amount to estimated fair value less costs to sell, reflecting revised expectations regarding the sale. No comparable charge was recognized in 2026.
Other Costs
In the second quarter and first six months of 2026, other costs of $1.2 million and $1.8 million, respectively, comprised primarily legal and due diligence fees, together with financial advisory and other professional fees, incurred in connection with the Company’s strategic review and related transaction process.
Net Interest Expense
Net interest expense increased by $0.1 million, or 11.1%, to $1.0 million in the Second Quarter of 2026 from $0.9 million in the Second Quarter of 2025, primarily due to higher borrowings incurred in relation to higher inventory levels as we executed footprint consolidation projects. Net interest expense was $1.7 million in both the first six months of 2026 and 2025.
Defined benefit pension credit
The defined benefit pension charge was $0.1 million in the second quarter of 2026, compared to a $0.6 million credit in the second quarter of 2025. For the first six months of 2026, the defined benefit pension charge was $0.1 million, compared to a $1.2 million credit in the first six months of 2025. The year-over-year movements primarily reflect lower expected returns on plan assets compared to the prior year periods. In addition, on January 8, 2026, the Trustee of the Luxfer Group Pension Plan entered into a full buy-in contract with an insurer, which is designed to substantially match the Plan’s future benefit obligations with corresponding insurance cash flows. While the buy-in does not constitute a settlement event under ASC 715 and therefore did not result in a remeasurement of the Plan’s funded status, it has the effect of reducing future variability in pension income. Costs of $0.2 million and $0.3 million were incurred in connection with the buy-in during the second quarter and first six months of 2026, respectively, which offset the underlying pension credit.
Provision for income taxes
The movement in the year to date statutory effective tax rate from 34.1% in 2025, to 29.4% in 2026, was primarily due to non-deductible expenses in both years.
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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP MEASURES
The following tables of non-GAAP summary financial data present a reconciliation of net income and diluted earnings per ordinary share to adjusted net income, adjusted EBITA, adjusted income before income taxes, adjusted EBITDA, adjusted earnings per ordinary share, adjusted provision for income taxes and adjusted effective tax rate, for the periods presented, being the most comparable GAAP measures. Management believes that adjusted net income, adjusted earnings per share, adjusted EBITA and adjusted EBITDA are key performance indicators (“KPIs”) used by the investment community and that such presentation enhances 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, adjusted earnings per share, adjusted EBITA or adjusted EBITDA in isolation or as alternatives to net income and earnings per share when evaluating Luxfer's operating performance or measuring Luxfer's profitability.
In 2024, the Company initiated a process to divest the Graphic Arts business, which was concluded in July 2025. While Graphic Arts did not meet the “strategic shift” criteria outlined in ASC 205-20 for classification as a discontinued operation, management believes it is appropriate to separately present the results of Graphic Arts in the tables below to provide a more complete financial summary for the periods presented.
During the second quarter of 2026, the Company ceased actively marketing the Superform business for sale and, as a result, Superform no longer met the criteria for classification as held for sale or discontinued operations. The decision to cease active marketing reflected, in part, improved performance supported by stronger conditions in the aerospace market. Prior-period amounts in the tables below have been restated to reflect Superform within continuing operations and its separate presentation in these tables. Notwithstanding this change in classification, management continues to consider Superform to be a non-core business. Accordingly, the tables below separately present the results of Superform to provide investors with greater transparency regarding the performance of the Company’s core continuing operations.
Second Quarter
In millions except per share data 2026 2025
Continuing Adjusted Continuing Superform / Adjusted
operations Superform Total operations Graphic Arts Total
Net income / (loss) $ 4.8 $ 0.1 $ 4.7 $ 2.6 $ (3.0 ) $ 5.6
Accounting charges relating to acquisitions and disposals of businesses:
Amortization on acquired intangibles 0.2 — 0.2 0.2 — 0.2
Disposal related charge — — — 0.1 — 0.1
Defined benefit pension charge / (credit) 0.1 — 0.1 (0.6 ) — (0.6 )
Restructuring charge 1.6 0.1 1.5 2.0 — 2.0
Other costs 1.2 — 1.2 — — —
Loss on disposal of assets held-for-sale — — — 2.8 2.8 —
Share-based compensation charge 1.1 0.1 1.0 0.9 0.1 0.8
Income tax on adjusted items (0.9 ) — (0.9 ) — — —
Adjusted net income $ 8.1 $ 0.3 $ 7.8 $ 8.0 $ (0.1 ) $ 8.1
Adjusted earnings per ordinary share (1)
Diluted earnings / (loss) per ordinary share $ 0.18 $ — $ 0.18 $ 0.10 $ (0.11 ) $ 0.21
Impact of adjusted items 0.12 0.01 0.11 0.20 0.11 0.09
Adjusted diluted earnings per ordinary share $ 0.30 $ 0.01 $ 0.29 $ 0.30 $ — $ 0.30
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Year-to-date
In millions except per share data 2026 2025
Continuing Adjusted Continuing Superform / Adjusted
operations Superform Total operations Graphic Arts Total
Net income / (loss) $ 8.4 $ (0.1 ) $ 8.5 $ 8.1 $ (3.3 ) $ 11.4
Accounting charges relating to acquisitions and disposals of businesses:
Amortization on acquired intangibles 0.4 — 0.4 0.4 — 0.4
Disposal related charge — — — 0.1 — 0.1
Defined benefit pension charge / (credit) 0.1 — 0.1 (1.2 ) — (1.2 )
Restructuring charge 3.8 — 3.8 1.8 (0.3 ) 2.1
Other costs 1.8 — 1.8 — — —
Loss on disposal of assets held-for-sale — — — 2.8 2.8 —
Share-based compensation charge 2.1 0.2 1.9 1.8 0.2 1.6
Income tax on adjusted items (1.5 ) — (1.5 ) — — —
Adjusted net income / (loss) $ 15.1 $ 0.1 $ 15.0 $ 13.8 $ (0.6 ) $ 14.4
Adjusted earnings per ordinary share (1)
Diluted earnings / (loss) per ordinary share $ 0.31 $ — $ 0.31 $ 0.30 $ (0.12 ) $ 0.42
Impact of adjusted items 0.25 — 0.25 0.21 0.10 0.11
Adjusted diluted earnings / (loss) per ordinary share $ 0.56 $ — $ 0.56 $ 0.51 $ (0.02 ) $ 0.53
(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, except where there is a loss in the period, then no adjustment is made.
Second Quarter
In millions except per share data 2026 2025
Continuing Adjusted Continuing Superform / Adjusted
operations Superform Total operations Graphic Arts Total
Adjusted net income / (loss) $ 8.1 $ 0.3 $ 7.8 $ 8.0 $ (0.1 ) $ 8.1
Add back:
Income tax on adjusted items 0.9 — 0.9 — — —
Provision for income taxes 1.9 0.2 1.7 2.3 (0.3 ) 2.6
Net finance costs 1.0 — 1.0 0.9 (0.1 ) 1.0
Adjusted EBITA 11.9 0.5 11.4 11.2 (0.5 ) 11.7
Depreciation 2.0 — 2.0 2.3 — 2.3
Adjusted EBITDA $ 13.9 $ 0.5 $ 13.4 $ 13.5 $ (0.5 ) $ 14.0
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Year-to-date
In millions except per share data 2026 2025
Continuing Adjusted Continuing Superform / Adjusted
operations Superform Total operations Graphic Arts Total
Adjusted net income / (loss) $ 15.1 $ 0.1 $ 15.0 $ 13.8 $ (0.6 ) $ 14.4
Add back:
Income tax on adjusted items 1.5 — 1.5 — — —
Provision for income taxes 3.5 0.1 3.4 4.2 (0.3 ) 4.5
Net finance costs 1.7 — 1.7 1.7 (0.2 ) 1.9
Adjusted EBITA 21.8 0.2 21.6 19.7 (1.1 ) 20.8
Depreciation 4.1 — 4.1 4.5 — 4.5
Adjusted EBITDA $ 25.9 $ 0.2 $ 25.7 $ 24.2 $ (1.1 ) $ 25.3
Second Quarter
In millions except per share data 2026 2025
Continuing Adjusted Continuing Superform / Adjusted
operations Superform Total operations Graphic Arts Total
Adjusted net income / (loss) $ 8.1 $ 0.3 $ 7.8 $ 8.0 $ (0.1 ) $ 8.1
Add back:
Income tax on adjusted items 0.9 — 0.9 — — —
Provision for income taxes 1.9 0.2 1.7 2.3 (0.3 ) 2.6
Adjusted income before income taxes 10.9 0.5 10.4 10.3 (0.4 ) 10.7
Adjusted provision for income taxes $ 2.8 $ 0.2 $ 2.6 $ 2.3 $ (0.3 ) $ 2.6
Adjusted effective tax rate 25.7 % 40.0 % 25.0 % 22.3 % 75.0 % 24.3 %
Year-to-date
In millions except per share data 2026 2025
Continuing Adjusted Continuing Superform / Adjusted
operations Superform Total operations Graphic Arts Total
Adjusted net income / (loss) $ 15.1 $ 0.1 $ 15.0 $ 13.8 $ (0.6 ) $ 14.4
Add back:
Income tax on adjusted items 1.5 — 1.5 — — —
Provision / (credit) for income taxes 3.5 0.1 3.4 4.2 (0.3 ) 4.5
Adjusted income before income taxes 20.1 0.2 19.9 18.0 (0.9 ) 18.9
Adjusted provision / (credit) for income taxes $ 5.0 $ 0.1 $ 4.9 $ 4.2 $ (0.3 ) $ 4.5
Adjusted effective tax rate 24.9 % 50.0 % 24.6 % 23.3 % 33.3 % 23.8 %
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Second Quarter 2026
Gas Graphic
In millions Cylinders Elektron Superform Arts
Segment adjusted EBITA $ 3.2 $ 8.2 $ 0.5 $ —
Depreciation 0.6 1.4 — —
Segment adjusted EBITDA $ 3.8 $ 9.6 $ 0.5 $ —
Year-to-date 2026
Gas Graphic
In millions Cylinders Elektron Superform Arts
Segment adjusted EBITA $ 6.3 $ 15.3 $ 0.2 $ —
Depreciation 1.3 2.8 — —
Segment adjusted EBITDA $ 7.6 $ 18.1 $ 0.2 $ —
Second Quarter 2025
Gas Graphic
In millions Cylinders Elektron Superform Arts
Segment adjusted EBITA $ 4.0 $ 7.7 $ 0.3 $ (0.8)
Depreciation 0.9 1.4 — —
Segment adjusted EBITDA $ 4.9 $ 9.1 $ 0.3 $ (0.8)
Year-to-date 2025
Gas Graphic
In millions Cylinders Elektron Superform Arts
Segment adjusted EBITA $ 5.8 $ 15.0 $ — $ (1.1)
Depreciation 1.7 2.8 — —
Segment adjusted EBITDA $ 7.5 $ 17.8 $ — $ (1.1)
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SEGMENT RESULTS OF OPERATIONS
The summary that follows provides a discussion of the results of operations of our reportable segments, Gas Cylinders, Elektron and Superform. The Graphic Arts business was sold on July 2, 2025 and is therefore excluded from the current period discussion.
Adjusted EBITA, which is our segment income metric, represents net income adjusted for share-based compensation charges, restructuring charges, loss on disposal of assets held-for-sale, disposal costs, other costs, net interest expenses, defined benefit pension charge / credit, provision for taxes and amortization. A reconciliation to pre-tax income can be found in Note 14 to the condensed consolidated financial statements. 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 net sales, adjusted EBITA and adjusted EBITDA for Gas Cylinders were as follows:
Second Quarter % / point change Year-to-date % / point change
In millions 2026 2025 2026 v 2025 2026 2025 2026 v 2025
Net sales $ 46.2 $ 47.0 (1.7 )% $ 88.0 $ 88.1 (0.1 )%
Adjusted EBITA 3.2 4.0 (20.0 )% 6.3 5.8 8.6 %
Adjusted EBITDA $ 3.8 $ 4.9 (22.4 )% 7.6 7.5 1.3 %
Adjusted EBITA % of net sales 6.9% 8.5% (1.6 ) 7.2% 6.6% 0.6
Adjusted EBITDA % of net sales 8.2% 10.4% (2.2 ) 8.6% 8.5% 0.1
Net sales
The 1.7% decrease in Gas Cylinders sales in the second quarter of 2026 from 2025 was primarily the result of lower sales of cylinders serving space exploration programs and SCBA cylinders, partially offset by strong demand for industrial cylinders and increased sales of Alternative Fuel (“AF”) cylinders.
Further to the above, sales in the first six months of 2026 decreased by 0.1%, with strong demand for industrial and AF cylinders substantially offsetting lower sales of SCBA cylinders, aerospace cylinders serving space exploration programs and cylinders used in aircraft safety systems.
Adjusted EBITA
The 1.6 percentage point decrease in adjusted EBITA for Gas Cylinders as a percentage of net sales in the second quarter of 2026 compared to 2025 was primarily the result of adverse sales mix and inflationary cost pressures, partially offset by pricing actions and cost reduction initiatives. For the first six months of 2026, adjusted EBITA as a percentage of net sales increased by 0.6 percentage points, as the benefits of pricing actions and cost reduction initiatives more than offset adverse sales mix and inflationary cost pressures.
Adjusted EBITDA
Adjusted EBITDA was affected for the same reasons as adjusted EBITA.
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ELEKTRON
The net sales, adjusted EBITA and adjusted EBITDA for Elektron were as follows:
Second Quarter % / point change Year-to-date % / point change
In millions 2026 2025 2026 v 2025 2026 2025 2026 v 2025
Net sales $ 47.3 $ 50.1 (5.6 )% $ 89.4 $ 99.5 (10.2 )%
Adjusted EBITA 8.2 7.7 6.5 % 15.3 15.0 2.0 %
Adjusted EBITDA $ 9.6 $ 9.1 5.5 % 18.1 17.8 1.7 %
Adjusted EBITA % of net sales 17.3 % 15.4 % 1.9 17.1 % 15.1 % 2.0
Adjusted EBITDA % of net sales 20.3 % 18.2 % 2.1 20.2 % 17.9 % 2.3
Net sales
The 5.6% decrease in Elektron sales in the second quarter of 2026 from 2025 was primarily the result of lower sales of flameless ration heaters for Meals Ready to Eat (“MREs”), RotaMag® magnesium alloys and zirconium products, partially offset by increased sales of magnesium powders for defense use and magnesium aerospace alloys.
Further to the above, the 10.2% decrease in sales in the first six months of 2026 was also significantly affected by lower sales of zirconium products used for pharmaceutical applications.
Adjusted EBITA
The 1.9 percentage point and 2.0 percentage point increases in adjusted EBITA for Elektron as a percentage of net sales in the second quarter and first six months of 2026, respectively, compared to the corresponding periods in 2025 were primarily the result of pricing actions and cost reduction initiatives, partially offset by adverse sales mix and inflationary cost pressures.
Adjusted EBITDA
Adjusted EBITDA was affected for the same reasons as adjusted EBITA.
SUPERFORM
The net sales, adjusted EBITA and adjusted EBITDA for Superform were as follows:
Second Quarter % / point change Year-to-date % / point change
In millions 2026 2025 2026 v 2025 2026 2025 2026 v 2025
Net sales $ 2.2 $ 2.6 (15.4 )% $ 4.0 $ 4.1 (2.4 )%
Adjusted EBITA 0.5 0.3 66.7 % 0.2 — n/a
Adjusted EBITDA $ 0.5 $ 0.3 66.7 % 0.2 — n/a
Adjusted EBITA % of net sales 22.7 % 11.5 % 11.2 5.0 % 0.0 % 5.0
Adjusted EBITDA % of net sales 22.7 % 11.5 % 11.2 5.0 % 0.0 % 5.0
Net sales
The 15.4% decrease in Superform sales in the second quarter of 2026 from 2025 was primarily the result of lower sales of components serving defense aerospace, automotive and rail applications, partially offset by increased sales of components serving commercial aerospace applications.
Further to the above, sales in the first six months of 2026 decreased by 2.4%, as increased sales of commercial aerospace components and tooling were more than offset by lower sales of components serving defense aerospace, automotive and rail applications.
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Adjusted EBITA
The 11.2 percentage point and 5.0 percentage point increases in adjusted EBITA for Superform as a percentage of net sales in the second quarter and first six months of 2026, respectively, compared to the corresponding periods in 2025, were primarily the result of a more favorable sales mix, together with lower manufacturing fixed costs and improved production cost performance.
Adjusted EBITDA
Adjusted EBITDA was affected for the same reasons as adjusted EBITA.
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. Our principal liquidity needs are:
• funding acquisitions, including deferred contingent consideration payments;
• capital expenditure requirements;
• payment of shareholder dividends;
• servicing interest borrowings under the Senior Facilities Agreement, in addition to commitment fees;
• 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 liquidity and available credit facilities to meet our requirements. In June 2026, the Company repaid the $25.0 million Loan Note at maturity using drawings under its Revolving Credit Facility. As of June 28, 2026, the Revolving Credit Facility had available headroom of $65.8 million. In July 2025, we completed a refinance of our shelf facility, with terms remaining substantially unchanged and maturity extended to July 2030.
We have been in compliance with the covenants under the Senior Facilities Agreement and, prior to its repayment in June 2026, the Loan Notes throughout all of the quarterly measurement dates from and including September 30, 2011, to June 28, 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.
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Cash Flows
Operating activities
Cash used by operating activities in the first six months of 2026 was a $1.4 million outflow compared to a $6.6 million inflow in 2025. It was primarily related to net income from operating activities, net decreases in working capital, and net of the following non-cash items: depreciation and amortization; share-based compensation charges; pension credit; loss on held-for-sale asset group and net changes to assets and liabilities.
Investing activities
Net cash used by investing activities was $4.7 million for the first six months of 2026, compared to net cash used by investing activities of $3.3 million in 2025. Capital expenditure increased by $1.4 million in the first six months.
Financing activities
In the first six months of 2026, net cash provided by financing activities was $9.2 million, (2025: $3.2 million used by financing activities). We had net drawdowns of $44.5 million on our revolving credit facility and repaid $25.0 million of loan notes (2025: $0.6 million drawdown of overdraft and $4.9 million drawdown on our revolving credit facility). Dividend payments of $6.9 million (2025: $7.0 million), equating to $0.26 per ordinary share respectively and we paid out $2.0 million, (2025: $0.6 million) in settling share based compensation and $1.4 million, (2025: $1.1 million) in repurchasing our own shares as part of the share buyback program which equates to 100,000 shares (2025: 90,000 shares). We have suspended repurchases of our ordinary shares under the share buyback program pending consummation of the Transaction.
Capital Resources
Dividends
We paid year-to-date dividends in 2026 of $6.9 million and declared an additional $3.5 million after the quarter (2025: $7.0 million paid year-to-date and additional $3.5 million declared after the quarter).
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 IFRS as adopted by the E.U., which differ in some respects from 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.
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Contractual obligations
The following summarizes our significant contractual obligations that impact our liquidity:
Payments Due by Period
Less than 1 – 3 3 – 5 After
Total 1 year years years 5 years
(in $ million)
Contractual cash obligations
Revolving credit facility 59.2 — — 59.2 —
Obligations under operating leases 16.4 4.1 3.4 1.5 7.4
Capital commitments 2.2 2.2 — — —
Interest payments 14.3 3.4 6.6 4.3 —
Total contractual cash obligations $ 92.1 $ 9.7 $ 10.0 $ 65.0 $ 7.4
Off-balance sheet measures
At June 28, 2026, we had no off-balance sheet arrangements other than the bonding facilities disclosed in Note 15.
NEW ACCOUNTING STANDARDS
See Note 1 of the Notes to Condensed Consolidated Financial Statements for information pertaining to recently adopted accounting standards or accounting standards to be adopted in the future.
CRITICAL ACCOUNTING POLICIES
We have adopted various accounting policies to prepare the consolidated financial statements in accordance with GAAP. Certain of our accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. In our 2025 Annual Report on Form 10K, filed with the SEC on February 24, 2026, we identified the critical accounting policies which affect our more significant estimates and assumptions used in preparing our consolidated financial statements.