Form 8-K

8-K — LUXFER HOLDINGS PLC

Accession: 0002077096-26-000291

Filed: 2026-10-26

Period: 2026-10-26

CIK: 0001096056

SIC: 2810 (INDUSTRIAL INORGANIC CHEMICALS)

Item: Other Events

Documents

8-K — ea0309593-8k_luxfer.htm (Primary)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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0001096056

2026-10-26

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date

of Report (Date of Earliest Event Reported): October 26, 2026

LUXFER

HOLDINGS PLC

(Name

of Registrant as Specified in Charter)

England

and Wales

001-35370

98-1024030

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

3016

Kansas Avenue,

Riverside,

CA, 92507

(Address

and Zip Code of Principal Executive Offices)

Registrant’s

Telephone Number, including Area Code: +1 414-269-2419

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Ordinary Shares, nominal

value £0.50 each

LXFR

New York Stock Exchange

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written communication

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material

pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communication

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communication

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)

or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

☐

Emerging

growth company

☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item

8.01. Other Events.

As previously disclosed on

a Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 27, 2026, Luxfer Holdings PLC, a

public limited company incorporated in England and Wales (the “Company”), entered into a Transaction Agreement with

Double Eagle Acquisition Buyer, Inc., a Delaware corporation (“Buyer”) and newly formed holding company owned by funds

managed by Wynnchurch Capital, L.P., pursuant to which, upon the terms and subject to the conditions set forth therein, Buyer will acquire

the entire issued share capital of the Company (the “Transaction”), pursuant to a court sanctioned English law scheme

of arrangement under Part 26 of the Companies Act 2006.

connection with the Transaction, the Company filed with the SEC a preliminary proxy statement on Schedule 14A on August 26, 2026 (the

“Preliminary Proxy Statement”), and a definitive proxy statement on Schedule 14A on September 17, 2026 (the “Definitive

Proxy Statement”), which was first mailed to the Company’s shareholders on or about the same date, in connection with

a meeting of the holders of the Company’s ordinary shares convened with the permission of the High Court of Justice in England

and Wales (the “Scheme Meeting”) and a general meeting of the Company’s shareholders (the “Company

GM” and, together with the Scheme Meeting, the “Meetings”), in each case to be held on November 4, 2026,

at which the Company’s shareholders will be asked to vote on, among other things, proposals necessary to implement the Transaction.

Following

the filing of the Definitive Proxy Statement, and as of the date of this Current Report on Form 8-K, the Company is aware of two lawsuits

that have been filed by purported shareholders of the Company against the Company and members of the Company’s board of directors

(the “Company Board”) in the Supreme Court of the State of New York (captioned Johnson v. Luxfer Holdings PLC,

et al., No. 162890/2026, and Thompson v. Luxfer Holdings PLC, et al., No. 655883/2026) (collectively, the “Actions”).

The Actions generally allege, among other things, that the Definitive Proxy Statement omits material information regarding the Transaction

and seek, among other things, an injunction enjoining the Transaction until such time as the alleged disclosure deficiencies are corrected,

rescission of the Transaction or damages in the event the Transaction is consummated, and an award of costs, including reasonable attorneys’

and experts’ fees. The Company has also received demand letters from purported shareholders (collectively, the “Shareholder

Letters”) alleging, among other things, that the disclosures contained in the Preliminary Proxy Statement and Definitive Proxy

Statement are deficient and demanding that certain corrective disclosures be made. It is possible that additional, similar complaints

may be filed, the Actions may be amended, or additional demand letters from purported shareholders may be received.

The

Company believes that the allegations in the Actions and the Shareholder Letters are without merit and that no further disclosure is

required under applicable law. However, solely in order to avoid the risk that the Actions and the Shareholder Letters delay or otherwise

adversely affect the consummation of the Transaction, and to minimize the costs, risks and uncertainties inherent in litigation, and

without admitting any liability or wrongdoing, the Company has determined to voluntarily supplement the Definitive Proxy Statement with

the supplemental disclosures set forth below (the “Supplemental Disclosures”). Nothing in this Current Report on Form

8-K shall be deemed an admission of the legal necessity or materiality under applicable law of any of the Supplemental Disclosures. To

the contrary, the Company specifically denies all allegations in the Actions and the Shareholder Letters, including that any additional

disclosure was or is required.

These

Supplemental Disclosures will not change the consideration to be paid to the Company’s shareholders in connection with the Transaction

or the timing of the Meetings. The Company Board continues to recommend that the Company’s shareholders vote “FOR”

each of the proposals to be voted on at the Meetings, as described in the Definitive Proxy Statement.

The

information contained in this Current Report on Form 8-K is incorporated by reference into the Definitive Proxy Statement. To the extent

that information in this Current Report on Form 8-K differs from or updates information contained in the Definitive Proxy Statement,

the information in this Current Report on Form 8-K shall supersede or supplement such information in the Definitive Proxy Statement.

Supplement

to Definitive Proxy Statement

This

supplemental information should be read in conjunction with the disclosures contained in the Definitive Proxy Statement, which in turn

should be read in its entirety. All page references are to the Definitive Proxy Statement. New text within restated language from the

Definitive Proxy Statement is indicated in bold, underlined text (e.g., bold, underlined text) and removed language within

the restated language from the Definitive Proxy Statement is indicated in strikethrough text (e.g., strikethrough text),

as applicable. The information contained herein speaks only as of October 26, 2026 unless the information indicates another date applies.

The

second full paragraph on page 31, under the heading “The Transaction–Background of the Transaction,” is hereby

amended and supplemented as follows:

Each

of the confidentiality agreements entered into by Luxfer in connection with the sale process contained a customary standstill provision

prohibiting potential counterparties from, among other things, offering to acquire or acquiring Luxfer without the prior consent of Luxfer,

in each case for an agreed-upon period of time, and certain of such standstill provisions would fall away after Luxfer

entered into a definitive agreement with a third party providing for a change of control transaction of Luxfer, and, as a result,

none of the standstill provisions currently prohibit any potential counterparty from making a confidential proposal to the Company Board. None of the confidentiality agreements entered into by Luxfer in connection with the sale process contained a “don’t

ask, don’t waive” provision.

The

fourth full paragraph beginning on page 47, under the heading “The Transaction–Opinion of the Company’s Financial

Advisor–Discounted Cash Flow Analysis,” is hereby amended and supplemented as follows:

Deutsche

Bank performed a discounted cash flow analysis to determine a range of implied present values per Company Ordinary Share. Deutsche Bank

applied discount rates ranging from 12.5% to 14.5% to estimates of the estimated future unlevered free cash flows of the Company for

the period from April 1, 2026 through 2030 calculated based upon the Financial Forecasts, and to a range of estimated terminal values

of the Company at the end of such period, respectively, to determine a range of implied enterprise values for the Company as of March

31, 2026. For purposes of its financial analyses, Deutsche Bank calculated unlevered free cash flow as (a) (i) for Q2-Q4 2026E, Management

Pro Forma Adjusted EBITDA, less approximately $2.9 million of cash expenses expected to be incurred in such period and which were excluded

from the calculation of Management Pro Forma Adjusted EBITDA and (ii) for 2027E through 2030E, Management Pro Forma Adjusted EBITDA,

in each case, less (b) depreciation and amortization and stock compensation expense, less (c) cash taxes, plus (d) depreciation and amortization,

less (e) capital expenditures, plus or less (f) change in net working capital. Utilizing

its professional judgment and experience, Deutsche Bank derived the foregoing range of discount rates by application of the

capital asset pricing model, which requires certain Company-specific inputs, including the Company’s target capital structure weightings,

the cost of long-term debt, future applicable marginal cash tax rate and a beta for the Company, as well as certain financial metrics

for the United States financial markets generally. The terminal value was calculated by applying multiples ranging from 7.0x to 9.5x,

which were selected by Deutsche Bank based on its professional judgment and experience, taking into account historical trading multiples

for the Company for the five years ended July 24, 2026, as well as the current trading multiple for the Company, to Company

management estimates of 2030 Management Pro Forma Adjusted EBITDA reduced by $3 million of projected employee stock-based compensation

expenses. Deutsche Bank then subtracted the Company’s estimated net debt of approximately $43.7 million, and divided the result

by the number of fully diluted Company Ordinary Shares outstanding using the treasury method. For

purposes of this analysis, Deutsche Bank calculated the number of fully diluted Company Ordinary Shares taking into account 26,759,236

basic shares outstanding and 713,926 dilutive securities with a weighted average exercise price of $0.94 per share, in each case as provided

by Company management. This analysis resulted in a range of implied present values of Company Ordinary Shares as of March

31, 2026 of approximately $15.05 to $20.80 per Company Ordinary Share (rounded to the nearest $0.05). Deutsche Bank compared this range

of implied values per Company Ordinary Share to the closing price per Company Ordinary Share of $17.05 on July 24, 2026 and the Consideration

of $17.37 in cash per Company Ordinary Share.

The

first full paragraph and the table following the first full paragraph on page 48, under the heading “The Transaction–Opinion

of the Company’s Financial Advisor–Precedent Selected Transactions Analysis,” are hereby amended and supplemented

as follows:

Deutsche

Bank reviewed publicly available information relating to the following 17 selected transactions in the specialty materials

and cylinder and tank manufacturing industries since 2013 (which we refer to as the “Deutsche Bank Selected Transactions”).

Date

Announced

Target

Acquirer

Selected

Specialty Materials Precedent Transactions

February

2024

Haynes International,

Inc.

Acerinox S.A.

May

2023

Arconic Corporation

Apollo Global Management,

Inc.

April

2022

DSM Protective

Materials business of Royal DSM N.V.

Avient Corporation

March

2021

Global Aluminum Rolling business of Norsk Hydro

ASA

KPS Capital Partners, LP

November

2019

VDM Metals Holding

GmbH

Acerinox S.A.

July

2018

Aleris Corporation

Novelis Inc.

August

2015

Precision Castparts

Corp.

Berkshire Hathaway

Inc.

June

2015

OM Group, Inc.

Apollo Global Management,

LLC

March

2015

RTI International

Metals, Inc.

Alcoa Inc.

February

2015

JPS Industries,

Inc.

Handy & Harman

Ltd.

February

2013

Höganäs AB

Lindéngruppen AB and Foundation Asset

Management Sweden AB

Selected Cylinders and Tanks

Precedent Transactions

January

2026

KBK Industries,

LLC

TerraVest Industries

Inc.

March

2025

EnTrans International,

LLC

TerraVest Industries

Inc.

May

2024

Hexagon Ragasco

Worthington Enterprises,

Inc.

November

2023

Highland Tank

Holdings, LLC

TerraVest Industries

Inc.

November

2018

Agility Fuel Solutions Holdings Inc.

Hexagon Composites ASA

June

2017

Amtrol Inc.

Worthington Industries,

Inc.

The

first full paragraph and the table following the first full paragraph on page 49, under the heading “The Transaction–Opinion

of the Company’s Financial Advisor–Precedent Selected Transactions Analysis,” are hereby amended and supplemented

as follows:

The

results of this analysis are summarized as follows:

EV/LTM

EBITDA

Deutsche Bank

Selected Transactions

Selected

Specialty Material Precedent Transactions

High

13.7x

Median

11.3x

Low

5.5x

Selected

Cylinders and Tanks Precedent Transactions

High

19.5x

Median

7.2x

Low

4.0x

The

following table lists the Deutsche Bank Selected Transactions and summarizes the results of this analysis:

Date

Announced

Target

Acquirer

EV/LTM

EBITDA

Selected

Specialty Materials Precedent Transactions

February

2024

Haynes International, Inc.

Acerinox S.A.

12.3x

May

2023

Arconic Corporation

Apollo Global Management, Inc.

7.6x(1)

April

2022

DSM Protective Materials business

of Royal DSM N.V.

Avient Corporation

13.7x

March

2021

Global Aluminum Rolling business of Norsk Hydro

ASA

KPS Capital Partners, LP

11.3x(2)

November

2019

VDM Metals Holding GmbH

Acerinox S.A.

5.5x

July

2018

Aleris Corporation

Novelis Inc.

7.2x

August

2015

Precision Castparts Corp.

Berkshire Hathaway Inc.

12.3x

June

2015

OM Group, Inc.

Apollo Global Management, LLC

11.5x(3)

March

2015

RTI International Metals, Inc.

Alcoa Inc.

13.1x

February

2015

JPS Industries, Inc.

Handy & Harman Ltd.

6.8x

February

2013

Höganäs AB

Lindéngruppen AB and Foundation Asset

Management Sweden AB

9.6x

Median

11.3x

Selected Cylinders and Tanks Precedent

Transactions

January

2026

KBK Industries, LLC

TerraVest Industries Inc.

5.6x

March

2025

EnTrans International, LLC

TerraVest Industries Inc.

7.0x

May

2024

Hexagon Ragasco AS

Worthington Enterprises, Inc.

9.6x

November

2023

Highland Tank Holdings, LLC

TerraVest Industries Inc.

4.0x

November

2018

Agility Fuel Solutions Holdings Inc.

Hexagon Composites ASA

19.5x

June

2017

Amtrol Inc.

Worthington Industries, Inc.

7.4x(4)

Median

7.2x

(1)

Pension-adjusted metrics reflect

the addition of unfunded defined benefit plan net liability and the tax effected net liability of funded defined pension benefit

plans to net debt. LTM adjustment to EBITDA reflects add-back of LTM 3/31/23 non-service cost defined benefit plan charges. Net liability

of funded defined benefit plans tax effected at 21%.

(2)

Represents normalized underlying EBITDA multiple.

(3)

Pension adjusted metrics reflect the addition

of unfunded (non-U.S.) defined benefit plan net liability, tax effected net liability of funded (U.S.) defined benefit plans to net

debt. LTM adjustment to EBITDA reflects add-back of LTM 3/31/15 non-service cost defined benefit plan charges. Net liability of funded

(U.S.) defined benefit plans tax effected at 35%.

(4)

Based on calendar year 2016 EBITDA.

The

third full paragraph and the list following the third full paragraph on page 49, under the heading “The Transaction–Opinion

of the Company’s Financial Advisor–Selected Companies Analysis,” are hereby amended as follows:

Deutsche

Bank reviewed and compared certain financial information and commonly used valuation measurements for the Company with corresponding

financial information and valuation measurements for the following eight publicly-traded companies in the specialty

materials, cylinder and catalyst manufacturing industries (which we refer to as the “Deutsche Bank Selected Companies”):.

Specialty

Materials

● AMG

Critical Materials N.V.

● Alleima

● Kaiser

Aluminum Corporation

● Neo

Performance Materials Inc.

Cylinders

● Hexagon

Composites ASA

Catalysts

● Ecovyst

Inc.

● Johnson

Matthey PLC

● Umicore

N.V.

The

fourth full paragraph on page 49, under the heading “The Transaction–Opinion of the Company’s Financial Advisor–Selected

Companies Analysis,” is hereby amended as follows:

Although

none of the above Deutsche Bank Selected Companies is directly comparable to the Company, Deutsche Bank considered each

of them generally relevant for the purposes of this analysis, based on its professional judgment and experience as investment bankers,

taking into account several factors, including, among other things, the Company’s operational capabilities and financial profile

compared with those of the Deutsche Bank Selected Companies, the competitive landscape in which the Company and the Deutsche Bank Selected

Companies operate and the Company’s product offerings and those of the Deutsche Bank Selected Companies. Accordingly, the analysis

of publicly traded comparable companies was not simply mathematical. Rather, it involved complex considerations and qualitative judgments,

reflected in the opinion of Deutsche Bank, concerning differences in financial and operating characteristics of the Deutsche Bank Selected

Companies and other factors that could affect the public trading value of such companies.

The

second full paragraph and the table following the second full paragraph on page 50, under the heading “The Transaction–Opinion

of the Company’s Financial Advisor–Selected Companies Analysis,” are hereby amended and supplemented as follows:

The

following table lists the Deutsche Bank Selected Companies and summarizes the results of this analysis are summarized

as follows:

EV/EBITDA

2026E

2027E

Deutsche Bank Selected

Companies

Specialty

Materials

High

10.3x

9.5x

AMG

Critical Materials N.V.

7.6x

5.4x

Alleima

10.3x

9.5x

Kaiser

Aluminum Corporation

9.3x

9.1x

Neo

Performance Materials Inc.

9.0x

9.5x

Median

9.2x

9.3x

Low

7.6x

5.4x

Cylinders

10.2x

Hexagon Composites

ASA(1)

10.2x

Catalysts

High

8.1x

7.2x

Ecovyst

Inc.(2)

8.1x

7.2x

Johnson

Matthey PLC(3)

5.6x

5.2x

Umicore

N.V.

6.6x

6.3x

Median

6.6x

6.3x

Low

5.6x

5.2x

(1)

Hexagon Composites

ASA’s projected 2026 financial results reflected a continued recovery from a prior downturn, and, therefore, did not reflect

the level of normalized operating performance anticipated following the completion of such recovery. Hexagon Composites ASA’s

2027 multiple excludes market value of Hexagon Purus ASA stake in enterprise value.

(2)

Ecovyst

Inc. pro forma for acquisition of the Calabrian sulfur dioxide and related sulfur derivatives business and additional $100 million

term loan.

(3)

Johnson

Matthey PLC pro forma for sale of Catalyst Technologies and acquisition of Cormetech Inc.

The

third full paragraph on page 51, under the heading “The Transaction–Opinion of the Company’s Financial Advisor–Additional

Information,” is hereby amended and supplemented as follows:

Illustrative

Discounted Future Share Price Analysis. Deutsche Bank applied one-year forward EBITDA multiples ranging from 7.0x to 9.0x to the

Company’s 2028E Management Pro Forma Adjusted EBITDA to calculate the Company’s estimated equity value on December 31, 2027

based on the projected net debt position of approximately $2.0 million for the fiscal year ended December 31, 2027 as provided

by management of the Company, and discounted the derived equity value using a cost of equity ranging from 13.0% to 15.5% on a present

value basis to July 24, 2026, which resulted in a range of implied present values per Company Ordinary Share of approximately $16.05

to $21.05 (rounded to the nearest $0.05).

The

fourth full paragraph on page 51, under the heading “The Transaction–Opinion of the Company’s Financial Advisor–Additional

Information,” is hereby amended and supplemented as follows:

Equity

Research Analyst Price Targets. Deutsche Bank reviewed two publicly available Wall Street research analyst price targets

for Company Ordinary Shares as of July 24, 2026, which indicated low to high price targets of $19.00 to $22.00 per Company Ordinary Share,

with a present value of $17.15 to $19.70 per Company Ordinary Share (rounded to the nearest $0.05) when discounted 12-months from the

respective report dates by 14.25%, the midpoint of the cost of equity of the Company derived using the capital asset pricing model as

described above under “—Discounted Cash Flow Analysis.” The public market trading price targets published by equity

research analysts do not necessarily reflect current market trading prices for Company Ordinary Shares.

The paragraph under the heading

“Interests of Certain Persons in the Transaction–Compensation Arrangements with Buyer” beginning on page 57 is

hereby amended and supplemented as follows:

As of the date of this

the Definitive Proxy Statement, none of the Company’s executive officers

has had

discussed or entered into any agreement with Buyer or any of its affiliates regarding employment with, or the right to purchase or participate

in the equity of, Buyer or one or more of its affiliates. Andrew Butcher, the Company’s

Chief Executive Officer, and representatives of Wynnchurch Capital, L.P. have had preliminary discussions regarding succession planning,

including Mr. Butcher and his teams' continued employment with Buyer or one of its affiliates following the closing of the Transaction.

As of the date of this Current Report on Form 8-K, no agreement has been reached regarding such employment or any equity participation

in Buyer or its affiliates, and no other executive officer of the Company has had any such discussions with Buyer or its affiliates.

Prior to or following the closing of the Transaction, however, some or all of the Luxfer executive officers may discuss or enter into

agreements with Buyer or any of its affiliates regarding employment with, or the right to purchase or participate in the equity of, Buyer

or one or more of its affiliates.

Additional

Information and Where to Find It

connection with the proposed Transaction, the Definitive Proxy Statement was filed by the Company with the SEC on September 17, 2026.

Additionally, the Company may file other relevant materials with the SEC in connection with the proposed Transaction. INVESTORS

AND SECURITYHOLDERS OF LUXFER ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (WHICH INCLUDES NOTICES CONVENING THE SCHEME MEETING AND

THE GENERAL MEETING OF LUXFER’S SHAREHOLDERS TO BE CONVENED IN CONNECTION WITH THE SCHEME OF ARRANGEMENT, AND AN EXPLANATORY STATEMENT

IN RESPECT OF THE SCHEME OF ARRANGEMENT OF LUXFER, IN ACCORDANCE WITH THE REQUIREMENTS OF THE U.K. COMPANIES ACT 2006) AND ANY OTHER

RELEVANT MATERIALS FILED OR THAT WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE MATERIALS AND DOCUMENTS

INCORPORATED BY REFERENCE THEREIN, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT

INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. The Definitive Proxy Statement was first mailed or otherwise made

available to the Company’s securityholders on or about September 17, 2026. The Preliminary Proxy Statement, the Definitive Proxy

Statement and other relevant materials in connection with the proposed Transaction (when they become available), and any other documents

filed by the Company with the SEC, may be obtained free of charge on EDGAR at www.sec.gov, on the investor relations page of the Company’s

website at https://www.luxfer.com/investors, or by contacting the Company’s investor relations department at Investor.Relations@Luxfer.com.

Participants

in the Solicitation

The

Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the

Company’s shareholders in respect of the Transaction. Information about the Company’s directors and executive officers

is set forth in the proxy statement for the Company’s 2026 Annual General Meeting, which was filed with the SEC on April 30,

2026. Other information regarding the participants in the proxy solicitation and a description of their interests are contained in

the Definitive Proxy Statement and other relevant materials to be filed with the SEC in respect of the proposed Transaction when

they become available.

Cautionary

Statement Regarding Forward-Looking Statements

This

communication includes “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private

Securities Litigation Reform Act of 1995, including with respect to the proposed Transaction, and readers are cautioned not to place

undue reliance on such statements. Such forward-looking statements include, but are not limited to, the ability of Buyer and the Company

to complete the Transaction as contemplated by the transaction agreement, including statements about the Transaction, statements about

the expected timetable for completing the Transaction, the Company’s beliefs and expectations and statements about the benefits

sought to be achieved in the Transaction, and the potential effects of the Transaction on the Company. These statements are based upon

the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. There

can be no guarantees that the conditions to the closing of the proposed Transaction will be satisfied on the expected timetable or at

all. If underlying assumptions prove inaccurate or risks or uncertainties materialize, actual results may differ materially from those

set forth in the forward-looking statements.

Risks

and uncertainties include, but are not limited to, 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 shareholder

approval and the failure to obtain the sanction of the High Court of Justice in England and Wales); 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; and other risks related to the Company’s business.

The

Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events

or otherwise, except to the extent required by law. Additional factors that could cause results to differ materially from those described

in the forward-looking statements can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025

and the Company’s other filings with the SEC.

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

LUXFER HOLDINGS PLC

Date: October 26, 2026

By:

/s/ Benjamin

M. Coulson

Name:

Benjamin M. Coulson

Title:

Corporate Controller &

Company Secretary

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Entity Incorporation, State or Country Code

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City Area Code

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Local Phone Number

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- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

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dei_DocumentPeriodEndDate

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dei_

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xbrli:dateItemType

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duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

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dei:submissionTypeItemType

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- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

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xbrli:normalizedStringItemType

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- Definition

Name of the City or Town

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No definition available.

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Name:

dei_EntityAddressCityOrTown

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- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

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- Definition

Name of the state or province.

+ References

No definition available.

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Name:

dei_EntityAddressStateOrProvince

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Data Type:

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

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Data Type:

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- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

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dei:fileNumberItemType

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duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

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dei_

Data Type:

dei:edgarStateCountryItemType

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

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duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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