Luxfer Holdings (NYSE: LXFR) revises executive change-in-control deals

Rhea-AI Filing Summary

Luxfer Holdings PLC entered into new and amended executive severance and change in control agreements with key leaders, including its Chief Executive Officer and Chief Financial Officer, effective May 1, 2026.

The agreements cover termination payments and benefits tied to certain qualifying termination events and change in control scenarios. The company states that these terms are substantially consistent with those already contemplated in the executives’ existing arrangements, as described in its Definitive Proxy Statement on Schedule 14A filed April 30, 2026, under “Termination and Change in Control.” Copies of each agreement with Andrew Butcher, Stephen Webster, Howard Mead and Jeffrey Moorefield are filed as exhibits to this report.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Terms

Executive Severance and Change in Control Agreements, named executive officers, Definitive Proxy Statement on Schedule 14A, change in control

4 terms

Executive Severance and Change in Control Agreements financial

"entered into Executive Severance and Change in Control Agreements and/or Amended and Restated Executive Severance and Change in Control Agreements"

named executive officers financial

"including the following named executive officers (the “NEOs”): Andrew Butcher..."

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Definitive Proxy Statement on Schedule 14A regulatory

"as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 30, 2026"

change in control financial

"Termination and Change in Control"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

Understanding 8-K Material Events →

false 0001096056 0001096056 2026-05-01 2026-05-01

Draft – 5/2/2026

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): May 1, 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
☐	If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 1, 2026, Luxfer Holdings PLC (the “Company”) entered into Executive Severance and Change in Control Agreements and/or Amended and Restated Executive Severance and Change in Control Agreements (collectively, the “Agreements”) with certain executive officers, including the following named executive officers (the “NEOs”): Andrew Butcher, the Company’s Chief Executive Officer; Stephen Webster, the Company’s Chief Financial Officer; Howard Mead, the Company’s Vice President and General Manager, Luxfer Gas Cylinders – Composite; and Jeffrey Moorefield, the Company’s Vice President and General Manager, Luxfer Magtech.

The Agreements provide for termination payments, other benefits and related conditions for receipt of such payments and other benefits in connection with certain qualifying termination events, all of which are substantially consistent with the payments, other benefits and related conditions currently contemplated in connection with such termination events by the NEOs’ existing employment arrangements with the Company, or existing executive and severance and change in control agreements with the Company, each as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 30, 2026 under the heading “Termination and Change in Control,” except for the following:

● In each of the Agreements, the provisions relating to covenants of the NEOs reflect an updated approach imposing certain responsibilities on the NEO during the notice period and requiring the NEO to provide reasonable assistance to the Company, and omit obligations relating to non-competition and, in the Agreements of Mr. Butcher and Mr. Mead, non-solicitation.

● In the Agreements of Messrs. Mead and Moorefield, the definition of a “Change in Control Termination” has been modified to include, in addition to a qualifying termination of employment in connection with a Change in Control (as defined in the Agreement), a qualifying termination of employment upon or during the two-year period following a disposition by the Company or an affiliate or subsidiary of more than 75% of (i) the aggregate assets used by the Company, affiliate or subsidiary in the Division (as defined in the Agreement) with respect to which the NEO then primarily provides services (the “Primary Division”) or (ii) its equity interests in the entity or entities holding substantially all of assets of the Primary Division, in each case to an unrelated entity and in each case as determined by the Board of Directors of the Company.

The preceding description of the Agreements is a summary only and is qualified in its entirety by the text of the Agreements, copies of which are attached hereto as Exhibit 10.1 (Mr. Butcher’s Agreement), Exhibit 10.2 (Mr. Webster’s Agreement), Exhibit 10.3 (Mr. Mead’s Agreement) and Exhibit 10.4 (Mr. Moorefield’s Agreement).

Item 9.01 Financial Statements and Exhibits.

(d)         Exhibits

Exhibit Number		Description
10.1		Executive Severance and Change in Control Agreement, dated as of May 1, 2026, by and between Luxfer Holdings PLC and Andrew Butcher.
10.2		Executive Severance and Change in Control Agreement, dated as of May 1, 2026, by and between Luxfer Holdings PLC and Stephen Webster.
10.3		Amended and Restated Executive Severance and Change in Control Agreement, dated as of May 1, 2026, by and between Luxfer Holdings PLC and Howard Mead.
10.4		Amended and Restated Executive Severance and Change in Control Agreement, dated as of May 1, 2026, by and between Luxfer Holdings PLC and Jeffrey Moorefield.
104		Interactive Data File (Inline XBRL tagging embedded within Cover Page of this Current Report on Form 8-K)

SIGNATURE

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 thereunto duly authorized.

Luxfer Holdings PLC

(Registrant)

Date: May 07, 2026

By: /s/ Benjamin M. Coulson

Benjamin M. Coulson

Corporate Controller & Company Secretary

FAQ

What executive agreements did Luxfer Holdings (LXFR) approve on May 1, 2026?

Luxfer Holdings approved executive severance and change in control agreements with its CEO, CFO and two vice presidents. These agreements define termination payments and benefits for specific qualifying termination events and change in control situations affecting these named executive officers.

Which Luxfer (LXFR) executives are covered by the new and amended agreements?

The agreements cover CEO Andrew Butcher, CFO Stephen Webster, Howard Mead (Vice President and General Manager, Luxfer Gas Cylinders – Composite) and Jeffrey Moorefield (Vice President and General Manager, Luxfer Magtech), as identified as named executive officers in the filing.

How do the new Luxfer (LXFR) executive agreements compare to prior arrangements?

The company states that termination payments, benefits and related conditions in the new and amended agreements are substantially consistent with those contemplated in the executives’ existing arrangements, as described in Luxfer’s Definitive Proxy Statement filed April 30, 2026.

Where can investors find detailed terms of Luxfer’s (LXFR) executive severance agreements?

Detailed terms are provided in the filed exhibits: Executive Severance and Change in Control Agreements for Andrew Butcher (Exhibit 10.1) and Stephen Webster (10.2), and Amended and Restated Agreements for Howard Mead (10.3) and Jeffrey Moorefield (10.4).

What SEC form did Luxfer (LXFR) use to disclose these executive agreements?

Luxfer disclosed these executive severance and change in control agreements in a Form 8-K. The filing lists the agreements under Item 5.02 and includes each contract as a separate exhibit in Item 9.01 of the report.

Filing Exhibits & Attachments

8 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 114.8 KB
• EX-10.2 EXHIBIT 10.2 119.0 KB
• EX-10.3 EXHIBIT 10.3 115.3 KB
• EX-10.4 EXHIBIT 10.4 122.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB