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:
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).
☐ 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.
On October 28, 2026, Luxfer Holdings PLC (the "Company") issued a press release announcing its earnings for the third quarter and year to date 2026. A copy of the release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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.
Name: Benjamin M. Coulson
Exhibit 99.1
LUXFER REPORTS THIRD QUARTER RESULTS |
Third Quarter 2026 Highlights* |
| ● | GAAP Net Sales of $91.7 million, compared to $95.6 million in the prior-year period; Adjusted Net Sales¹ declined 3.9% to $89.3 million. |
| ● | GAAP Net income of $0.9 million, or $0.03 per diluted share, compared to net income of $2.7 million, or $0.10 per diluted share, in the prior-year period. |
| ● | Adjusted EBITDA¹ of $12.2 million, declined 10.3% compared to $13.6 million in the prior-year period |
| ● | Adjusted Diluted EPS¹ of $0.25, declined 16.7% compared to $0.30. |
| ● | Free Cash Flow of $12.4 million during the quarter, with net debt declining to $37.8 million |
Key Results * (amounts in millions, except EPS) |
Net Sales, Net Income, Adjusted EBITDA and EPS | | Q3 2026 | | | Change | | | YTD 2026 | | | Change | |
GAAP Net Sales | | $ | 91.7 | | | (4.1%) | | | $ | 273.1 | | | (9.2%) | |
Adjusted Net Sales1 | | | 89.3 | | | (3.9%) | | | | 266.7 | | | (4.9%) | |
GAAP Net Income | | | 0.9 | | | (66.7%) | | | | 9.3 | | | (13.9%) | |
GAAP Diluted EPS | | $ | 0.03 | | | (70.0%) | | | $ | 0.34 | | | (15.0%) | |
Adjusted Diluted EPS1 | | | 0.25 | | | (16.7%) | | | | 0.81 | | | (2.4%) | |
Adjusted EBITDA1 | | | 12.2 | | | (10.3%) | | | | 37.9 | | | (2.6%) | |
GAAP Measures include the Superform business, previously reported as a discontinued operation.
* Comparative information is relative to prior-year third quarter.
1 Note: Adjusted results exclude Superform and Graphic Arts businesses.
GAAP net sales, including Superform, were $91.7 million for the third quarter of 2026, compared to $95.6 million in the prior-year period, a decrease of 4.1%. The decline primarily reflected lower sales within the Elektron segment, while Gas Cylinders’ sales remained relatively flat year-over-year. Excluding Superform, adjusted net sales decreased 3.9% to $89.3 million, compared to $92.9 million in the prior-year period.
GAAP gross profit decreased to $22.4 million, compared to $22.8 million in the prior-year period, while gross margin expanded approximately 60 basis points to 24.4%. Adjusted gross profit, excluding Superform, increased to $21.8 million from $21.7 million, with adjusted gross margin expanding approximately 100 basis points to 24.4% too, despite lower year-over-year sales.
Adjusted EBITDA decreased 10.3% to $12.2 million, compared to $13.6 million in the prior-year period, with adjusted EBITDA margin declining approximately 100 basis points to 13.7%. The reduction in profitability primarily reflected lower year-over-year sales within the Elektron defense sector, partially offset by improved performance in Gas Cylinders.
GAAP net profit was $0.9 million, or $0.03 per diluted share primarily reflecting transaction expense, compared to net income of $2.7 million, or $0.10 per diluted share, in the prior-year period. Adjusted net income decreased to $7.0 million, or $0.25 per diluted share, compared to $8.1 million, or $0.30 per diluted share, in the prior-year period.
Segment Results* (amounts in millions) |
 | | Elektron | | Q3 2026 | | | Change | | | YTD 2026 | | | Change | |
Net Sales | | $ | 46.7 | | | (6.6%) | | | $ | 136.1 | | | (9.0%) | |
Gross Profit | | | 13.5 | | | (8.8%) | | | | 44.2 | | | (0.9%) | |
Gross Margin | | | 28.9% | | | (70bps) | | | | 32.5% | | | 270bps | |
Adjusted EBITDA | | $ | 7.4 | | | (25.3%) | | | $ | 25.5 | | | (7.9%) | |
Adjusted EBITDA Margin | | | 15.8% | | | (400bps) | | | | 18.7% | | | 20bps | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
 | | Gas Cylinders | | Q3 2026 | | | Change | | | YTD 2026 | | | Change | |
Net Sales | | $ | 42.6 | | | (0.7%) | | | $ | 130.6 | | | (0.3%) | |
Gross Profit | | | 8.3 | | | 20.3% | | | | 23.1 | | | 12.1% | |
Gross Margin | | | 19.5% | | | 340bps | | | | 17.7% | | | 200bps | |
Adjusted EBITDA | | $ | 4.8 | | | 29.7% | | | $ | 12.4 | | | 10.7% | |
Adjusted EBITDA Margin | | | 11.3% | | | 270bps | | | | 9.5% | | | 100bps | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
* Comparative information is relative to prior-year third quarter
Capital Resources and Liquidity |
Net cash provided by continuing operating activities for the third quarter of 2026 was $15.6 million, compared to $11.6 million in the prior-year period. Free cash flow was $12.4 million, compared to $10.3 million in the third quarter of 2025. The Company received $10.4 million in proceeds from a UK pension surplus refund, net of the associated $3.5 million tax payment, which is reflected in the quarter's free cash flow.
As of September 27, 2026, net debt totaled $37.8 million, resulting in a net debt to LTM adjusted EBITDA ratio of 0.8x.
During the third quarter of 2026, the Company did not repurchase any ordinary shares. Year-to-date, approximately $1.4 million of ordinary shares have been repurchased. Additionally, approximately $3.4 million was returned to shareholders through dividends during the quarter, bringing the year-to-date total to $10.3 million.
As previously announced, on July 27, 2026, Luxfer Holdings PLC entered into a definitive agreement to be acquired by affiliates of Wynnchurch Capital, L.P. in an all-cash transaction valued at $17.37 per ordinary share. The transaction remains subject to shareholder approval and the satisfaction of other customary closing conditions. A shareholder vote is scheduled for November 4, 2026, with the transaction expected to close later in November 2026.
Due to the pending transaction, Luxfer will not host a third quarter 2026 earnings conference call.
About Luxfer
Luxfer is a global industrial company innovating niche applications in materials engineering. Using its broad array of proprietary technologies, Luxfer focuses on value creation, customer satisfaction, and demanding applications where technical know-how and manufacturing expertise combine to deliver a superior product. Luxfer’s high-performance materials, components, and high-pressure gas containment devices are used in defense and emergency response, clean energy, healthcare, transportation, and general industrial applications. For more information, please visit www.luxfer.com. Luxfer is listed on the New York Stock Exchange and its ordinary shares trade under the symbol LXFR.
Non-GAAP Financial Measures
Luxfer Holdings PLC prepares its financial statements using U.S. Generally Accepted Accounting Principles (GAAP). When a company discloses material information containing non-GAAP financial measures, SEC regulations require that the disclosure include a presentation of the most directly comparable GAAP measure and a reconciliation of the GAAP and non-GAAP financial measures. Management’s inclusion of non-GAAP financial measures in this release is intended to supplement, not replace, the presentation of Luxfer’s financial results in accordance with GAAP. Luxfer management believes that these non-GAAP financial measures, when considered together with the GAAP financial measures, provide information that is useful to investors in understanding period-over-period operating results separate and apart from items that may, or could, have a disproportionately positive or negative impact on results in any period. Management also believes that these non-GAAP financial measures enhance the ability of investors to analyze Luxfer’s business trends and understand Luxfer’s performance. In addition, management may utilize non-GAAP financial measures as a guide in Luxfer’s forecasting, budgeting, and long-term planning process. Non-GAAP financial measures should be considered in addition to, and not as a substitute for, or superior to, financial measures presented in accordance with GAAP.
Additional Information
In connection with the proposed transaction between Luxfer Holdings PLC (“Luxfer”) and affiliates of Wynnchurch Capital, L.P., Luxfer filed a definitive proxy statement on Schedule 14A with the Securities and Exchange Commission (“SEC”) on September 17, 2026. Luxfer may also 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 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 MAY 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 BECAUSE THEY CONTAIN OR MAY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.
The definitive proxy statement has been mailed or otherwise made available to Luxfer’s shareholders. Investors and securityholders can obtain copies of the definitive proxy statement and other filings containing information about the proposed transaction, free of charge, through the SEC’s website at www.sec.gov, on the investor relations page of Luxfer’s website at https://www.luxfer.com/investors, or by contacting Luxfer’s investor relations department at Investor.Relations@Luxfer.com.
Forward-Looking Statements
This release contains certain forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. Examples of such forward-looking statements include but are not limited to: (i) statements regarding the Company’s results of operations and financial condition; (ii) statements of plans, objectives or goals of the Company or its management, including those related to financing, products, or services; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Words such as “believes,” “anticipates,” “expects,” “intends,” “forecasts,” and “plans,” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections, and other forward-looking statements will not be achieved. The Company cautions that several important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates, and intentions expressed in such forward-looking statements. These factors include but are not limited to: (i) demand conditions in our end markets, including customer inventory cycles and regulatory developments; (ii) customer concentration and changes in purchasing behavior; (iii) competitive pressures and pricing dynamics; (iv) global economic, geopolitical, trade and tax developments, including tariffs, export controls and other trade measures; (v) supply chain disruption, raw material and energy cost volatility, and availability of critical inputs; (vi) foreign currency fluctuations and hedging effectiveness; (vii) environmental, health and safety, climate-related and other regulatory requirements; (viii) product liability, warranty, recall and litigation risks; (ix) cybersecurity threats, data protection obligations and evolving disclosure requirements; (x) our ability to protect intellectual property and successfully innovate; (xi) pension obligations and related regulatory requirements; (xii) operational disruptions, labor relations and workforce availability; (xiii) our ability to successfully execute acquisitions and strategic initiatives; and (xiv) our level of indebtedness, financing arrangements and covenant compliance. The Company cautions that the foregoing list of important factors are not exhaustive. These factors are more fully discussed in the sections entitled “Forward-Looking Statements” and “Risk Factors” in its Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the U.S. Securities and Exchange Commission on February 24, 2026. When relying on forward-looking statements to make decisions with respect to the Company, investors and others should carefully consider the foregoing factors and other uncertainties and events. Forward-looking statements speak only as of the date on which they are made, and the Company does not undertake any obligation to update or revise any such statement, whether because of new information, future events, or otherwise.
Contact Info:
Kevin Cornelius Grant
Vice President of Investor Relations and Business Development
Kevin.Grant@luxfer.com
LUXFER HOLDINGS PLC
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
| | Third Quarter | | | Year-to-date | |
In millions, except share and per-share data | | 2026 | | | 2025 | | | 2026 | | | 2025 | |
Net sales | | $ | 91.7 | | | $ | 95.6 | | | $ | 273.1 | | | $ | 300.7 | |
Cost of goods sold | | | (69.3 | ) | | | (72.8 | ) | | | (203.7 | ) | | | (231.7 | ) |
Gross profit | | | 22.4 | | | | 22.8 | | | | 69.4 | | | | 69.0 | |
Selling, general and administrative expenses | | | (11.8 | ) | | | (11.8 | ) | | | (36.5 | ) | | | (38.3 | ) |
Research and development | | | (1.4 | ) | | | (0.9 | ) | | | (4.4 | ) | | | (3.1 | ) |
Restructuring charges | | | (0.7 | ) | | | (3.4 | ) | | | (4.5 | ) | | | (5.2 | ) |
Disposal related costs | | | (1.0 | ) | | | (1.1 | ) | | | (1.0 | ) | | | (1.2 | ) |
Loss on assets held-for-sale | | | — | | | | — | | | | — | | | | (2.8 | ) |
Other costs | | | (4.7 | ) | | | — | | | | (6.5 | ) | | | — | |
Operating income | | | 2.8 | | | | 5.6 | | | | 16.5 | | | | 18.4 | |
Net interest expense | | | (1.0 | ) | | | (0.7 | ) | | | (2.7 | ) | | | (2.4 | ) |
Net defined benefit pension (charge) / credit | | | (0.1 | ) | | | 0.6 | | | | (0.2 | ) | | | 1.8 | |
Income before income taxes | | | 1.7 | | | | 5.5 | | | | 13.6 | | | | 17.8 | |
Provision for income taxes | | | (0.8 | ) | | | (2.8 | ) | | | (4.3 | ) | | | (7.0 | ) |
Net income | | $ | 0.9 | | | $ | 2.7 | | | $ | 9.3 | | | $ | 10.8 | |
| | | | | | | | | | | | | | | | |
Earnings per share | | | | | | | | | | | | | | | | |
Basic | | $ | 0.03 | | | $ | 0.10 | | | $ | 0.35 | | | $ | 0.41 | |
Diluted | | $ | 0.03 | | | $ | 0.10 | | | $ | 0.34 | | | $ | 0.40 | |
| | | | | | | | | | | | | | | | |
Weighted average ordinary shares outstanding | | | | | | | | | | | | | | | | |
Basic | | | 26,759,526 | | | | 26,746,390 | | | | 26,713,500 | | | | 26,743,059 | |
Diluted | | | 27,295,210 | | | | 27,159,024 | | | | 27,269,641 | | | | 27,189,456 | |
LUXFER HOLDINGS PLC
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
| | September 27, | | | December 31, | |
In millions, except share and per-share data | | 2026 | | | 2025 | |
Current assets | | | | | | | | |
Cash and cash equivalents | | $ | 19.9 | | | $ | 8.3 | |
Restricted cash | | | 2.3 | | | | 2.4 | |
Accounts and other receivables, net of allowances of $0.4 and $0.5, respectively | | | 62.7 | | | | 50.0 | |
Prepayments and accrued income | | | 7.2 | | | | 5.4 | |
Inventories | | | 98.9 | | | | 92.4 | |
Current assets held-for-sale | | | — | | | | 5.5 | |
Total current assets | | $ | 191.0 | | | $ | 164.0 | |
Non-current assets | | | | | | | | |
Property, plant and equipment, net | | $ | 61.3 | | | $ | 60.2 | |
Right-of-use assets from operating leases | | | 9.3 | | | | 8.5 | |
Goodwill | | | 68.8 | | | | 69.6 | |
Intangibles, net | | | 10.3 | | | | 10.9 | |
Deferred tax assets | | | 1.2 | | | | 1.2 | |
Pensions and other retirement benefits | | | 41.0 | | | | 54.9 | |
Investments and loans to joint ventures and other affiliates | | | 0.4 | | | | 0.4 | |
Total assets | | $ | 383.3 | | | $ | 369.7 | |
Current liabilities | | | | | | | | |
Current maturities of long-term debt and short-term borrowings | | $ | — | | | $ | 25.0 | |
Accounts payable | | | 22.0 | | | | 24.6 | |
Accrued liabilities | | | 34.6 | | | | 27.2 | |
Taxes on income | | | 5.8 | | | | 2.6 | |
Current liabilities held-for-sale | | | — | | | | 2.8 | |
Other current liabilities | | | 14.9 | | | | 16.0 | |
Total current liabilities | | $ | 77.3 | | | $ | 98.2 | |
Non-current liabilities | | | | | | | | |
Long-term debt | | $ | 57.7 | | | $ | 14.4 | |
Pensions and other retirement benefits | | | 0.1 | | | | 0.1 | |
Deferred tax liabilities | | | 14.9 | | | | 18.4 | |
Other non-current liabilities | | | 11.4 | | | | 12.2 | |
Total liabilities | | $ | 161.4 | | | $ | 143.3 | |
Shareholders' equity | | | | | | | | |
Ordinary shares of £0.50 par value; authorized 40,000,000 shares for 2026 and 2025; issued 28,944,000 for 2026 and 2025; outstanding 26,759,711 and 26,640,434 for 2026 and 2025, respectively | | | 26.5 | | | | 26.5 | |
Additional paid-in capital | | | 229.1 | | | | 228.7 | |
Treasury shares | | | (28.6 | ) | | | (27.6 | ) |
Company shares held by ESOP | | | (0.5 | ) | | | (0.7 | ) |
Retained earnings | | | 101.5 | | | | 102.5 | |
Accumulated other comprehensive loss | | | (106.1 | ) | | | (103.0 | ) |
Total shareholders' equity | | | 221.9 | | | | 226.4 | |
Total liabilities and shareholders' equity | | $ | 383.3 | | | $ | 369.7 | |
LUXFER HOLDINGS PLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| | Year-to-date | |
In millions | | 2026 | | | 2025 | |
Operating activities | | | | | | | | |
Net income | | $ | 9.3 | | | $ | 10.8 | |
Adjustments to reconcile net income to net cash provided / (used) by operating activities | | | | | | | | |
Depreciation | | | 6.1 | | | | 6.9 | |
Depreciation of right of use assets | | | 1.2 | | | | 2.3 | |
Amortization of purchased intangible assets | | | 0.6 | | | | 0.6 | |
Amortization of debt issuance costs | | | 0.1 | | | | 0.2 | |
Share-based compensation charges | | | 3.0 | | | | 2.8 | |
Deferred income taxes | | | (3.5 | ) | | | (1.1 | ) |
Non-cash restructuring charges | | | 0.1 | | | | 4.0 | |
Loss on held for sale asset group | | | — | | | | 3.3 | |
Defined benefit pension credit | | | (0.2 | ) | | | (1.8 | ) |
Refund on U.K. pension plan surplus | | | 13.9 | | | | — | |
Tax on refund of U.K. pension plan surplus | | | (3.5 | ) | | | — | |
Changes in assets and liabilities | | | | | | | | |
Accounts and other receivables | | | (12.3 | ) | | | 2.5 | |
Inventories | | | (4.6 | ) | | | (9.3 | ) |
Current assets held-for-sale | | | — | | | | (1.6 | ) |
Prepayments and accrued income | | | (1.3 | ) | | | (1.4 | ) |
Accounts payable | | | (3.5 | ) | | | (7.3 | ) |
Accrued liabilities | | | 7.4 | | | | 4.1 | |
Current liabilities held-for-sale | | | — | | | | (0.1 | ) |
Other current liabilities | | | 4.2 | | | | 5.5 | |
Other non-current assets and liabilities | | | (2.8 | ) | | | (2.2 | ) |
Net cash provided by operating activities | | | 14.2 | | | | 18.2 | |
Investing activities | | | | | | | | |
Capital expenditures | | | (7.9 | ) | | | (4.6 | ) |
Net proceeds from sale of businesses | | | — | | | | 4.3 | |
Net cash used by investing activities | | | (7.9 | ) | | | (0.3 | ) |
Financing activities | | | | | | | | |
Net drawdown of bank overdraft | | | — | | | | (3.1 | ) |
Repayment of loan note | | | (25.0 | ) | | | — | |
Gross drawdowns of borrowings greater than three months | | | 86.2 | | | | — | |
Gross repayments of borrowings greater than three months | | | (39.3 | ) | | | — | |
Net drawdowns of borrowings / (repayments) less than three months | | | (3.1 | ) | | | 0.9 | |
Debt issuance costs | | | 0.1 | | | | (0.9 | ) |
Repurchase of own shares | | | (1.4 | ) | | | (1.9 | ) |
Share-based compensation cash paid | | | (2.0 | ) | | | (0.7 | ) |
Dividends paid | | | (10.3 | ) | | | (10.5 | ) |
Net cash provided / (used) by financing activities | | | 5.2 | | | | (16.2 | ) |
Effect of exchange rate changes on cash and cash equivalents | | | — | | | | 0.4 | |
Net increase | | $ | 11.5 | | | $ | 2.1 | |
Cash, cash equivalents and restricted cash; beginning of year | | | 10.7 | | | | 6.3 | |
Cash, cash equivalents and restricted cash; end of the Third quarter | | | 22.2 | | | | 8.4 | |
| | | | | | | | |
Supplemental cash flow information: | | | | | | | | |
Interest payments | | $ | 2.0 | | | $ | 2.7 | |
Income tax payments, net | | | 4.5 | | | | 6.6 | |
LUXFER HOLDINGS PLC
SUPPLEMENTAL INFORMATION
SEGMENT INFORMATION (UNAUDITED)
| | Net sales | | | Adjusted EBITDA | |
| | Third Quarter | | | Year-to-date | | | Third Quarter | | | Year-to-date | |
In millions | | 2026 | | | 2025 | | | 2026 | | | 2025 | | | 2026 | | | 2025 | | | 2026 | | | 2025 | |
Gas Cylinders segment | | $ | 42.6 | | | $ | 42.9 | | | $ | 130.6 | | | $ | 131.0 | | | $ | 4.8 | | | $ | 3.7 | | | $ | 12.4 | | | $ | 11.2 | |
Elektron segment | | | 46.7 | | | | 50.0 | | | | 136.1 | | | | 149.5 | | | | 7.4 | | | | 9.9 | | | | 25.5 | | | | 27.7 | |
Excluding Superform / Graphic Arts segment | | | 89.3 | | | | 92.9 | | | | 266.7 | | | | 280.5 | | | | 12.2 | | | | 13.6 | | | | 37.9 | | | | 38.9 | |
Superform segment | | | 2.4 | | | | 2.7 | | | | 6.4 | | | | 6.8 | | | | 0.1 | | | | 0.1 | | | | 0.3 | | | | 0.1 | |
Graphic Arts segment | | | — | | | | — | | | | — | | | | 13.4 | | | | — | | | | — | | | | — | | | | (1.1 | ) |
Consolidated | | $ | 91.7 | | | $ | 95.6 | | | $ | 273.1 | | | $ | 300.7 | | | $ | 12.3 | | | $ | 13.7 | | | $ | 38.2 | | | $ | 37.9 | |
| | Depreciation and amortization | | | Restructuring charges | |
| | Third Quarter | | | Year-to-date | | | Third Quarter | | | Year-to-date | |
In millions | | 2026 | | | 2025 | | | 2026 | | | 2025 | | | 2026 | | | 2025 | | | 2026 | | | 2025 | |
Gas Cylinders segment | | $ | 0.7 | | | $ | 0.9 | | | $ | 2.0 | | | $ | 2.6 | | | $ | 0.3 | | | $ | 0.9 | | | $ | 3.9 | | | $ | 3.0 | |
Elektron segment | | | 1.5 | | | | 1.7 | | | | 4.7 | | | | 4.9 | | | | 0.4 | | | | 2.6 | | | | 0.6 | | | | 2.6 | |
Excluding Superform / Graphic Arts segment | | | 2.2 | | | | 2.6 | | | | 6.7 | | | | 7.5 | | | | 0.7 | | | | 3.5 | | | | 4.5 | | | | 5.6 | |
Superform segment | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.1 | ) | | | — | | | | (0.4 | ) |
Graphic Arts segment | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Consolidated | | $ | 2.2 | | | $ | 2.6 | | | $ | 6.7 | | | $ | 7.5 | | | $ | 0.7 | | | $ | 3.4 | | | $ | 4.5 | | | $ | 5.2 | |
| | Gross profit | |
| | Third Quarter | | | Year-to-date | |
In millions | | 2026 | | | 2025 | | | 2026 | | | 2025 | |
Gas Cylinders segment | | $ | 8.3 | | | $ | 6.9 | | | $ | 23.1 | | | $ | 20.6 | |
Elektron segment | | | 13.5 | | | | 14.8 | | | | 44.2 | | | | 44.6 | |
Excluding Superform / Graphic Arts segment | | | 21.8 | | | | 21.7 | | | | 67.3 | | | | 65.2 | |
Superform segment | | | 0.6 | | | | 1.1 | | | | 2.1 | | | | 1.9 | |
Graphic Arts segment | | | — | | | | — | | | | — | | | | 1.9 | |
Consolidated | | $ | 22.4 | | | $ | 22.8 | | | $ | 69.4 | | | $ | 69.0 | |
ADJUSTED NET INCOME AND ADJUSTED EARNINGS PER SHARE
(UNAUDITED)
| | Third Quarter | |
In millions except per share data | | 2026 | | | 2025 | |
| | Continuing operations | | | Superform | | | Adjusted Total | | | Continuing operations | | | Superform / Graphic Arts | | | Adjusted Total | |
Net income | | $ | 0.9 | | | $ | (0.6 | ) | | $ | 1.5 | | | $ | 2.7 | | | $ | (0.9 | ) | | $ | 3.6 | |
Accounting charges relating to acquisitions and disposals of businesses: | | | | | | | | | | | | | | | | | | | | | | | | |
Amortization on acquired intangibles | | | 0.2 | | | | — | | | | 0.2 | | | | 0.2 | | | | — | | | | 0.2 | |
Disposal related charge | | | 1.0 | | | | 1.0 | | | | — | | | | 1.1 | | | | 1.1 | | | | — | |
Defined benefit pension charge / (credit) | | | 0.1 | | | | — | | | | 0.1 | | | | (0.6 | ) | | | — | | | | (0.6 | ) |
Restructuring charge | | | 0.7 | | | | — | | | | 0.7 | | | | 3.4 | | | | (0.1 | ) | | | 3.5 | |
Other costs | | | 4.7 | | | | — | | | | 4.7 | | | | — | | | | — | | | | — | |
Loss on disposal of assets held-for-sale | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Share-based compensation charge | | | 0.9 | | | | (0.2 | ) | | | 1.1 | | | | 1.0 | | | | — | | | | 1.0 | |
Income tax on adjusted items | | | (1.6 | ) | | | (0.3 | ) | | | (1.3 | ) | | | 0.4 | | | | — | | | | 0.4 | |
Adjusted net income | | $ | 6.9 | | | $ | (0.1 | ) | | $ | 7.0 | | | $ | 8.2 | | | $ | 0.1 | | | $ | 8.1 | |
Adjusted earnings per ordinary share
(1) | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings per ordinary share | | $ | 0.03 | | | $ | (0.02 | ) | | $ | 0.05 | | | $ | 0.10 | | | $ | (0.03 | ) | | $ | 0.13 | |
Impact of adjusted items | | | 0.22 | | | | 0.02 | | | | 0.20 | | | | 0.20 | | | | 0.03 | | | | 0.17 | |
Adjusted diluted earnings per ordinary share | | $ | 0.25 | | | $ | — | | | $ | 0.25 | | | $ | 0.30 | | | $ | — | | | $ | 0.30 | |
| | Year-to-date | |
In millions except per share data | | 2026 | | | 2025 | |
| | Continuing operations | | | Superform | | | Adjusted Total | | | Continuing operations | | | Superform / Graphic Arts | | | Adjusted Total | |
Net income | | $ | 9.3 | | | $ | (0.7 | ) | | $ | 10.0 | | | $ | 10.8 | | | $ | (4.2 | ) | | $ | 15.0 | |
Accounting charges relating to acquisitions and disposals of businesses: | | | | | | | | | | | | | | | | | | | | | | | | |
Amortization on acquired intangibles | | | 0.6 | | | | — | | | | 0.6 | | | | 0.6 | | | | — | | | | 0.6 | |
Disposal related charge | | | 1.0 | | | | 1.0 | | | | — | | | | 1.2 | | | | 1.1 | | | | 0.1 | |
Defined benefit pension charge / (credit) | | | 0.2 | | | | — | | | | 0.2 | | | | (1.8 | ) | | | — | | | | (1.8 | ) |
Restructuring charge | | | 4.5 | | | | — | | | | 4.5 | | | | 5.2 | | | | (0.4 | ) | | | 5.6 | |
Other costs | | | 6.5 | | | | — | | | | 6.5 | | | | — | | | | — | | | | — | |
Loss on disposal of assets held-for-sale | | | — | | | | — | | | | — | | | | 2.8 | | | | 2.8 | | | | — | |
Share-based compensation charge | | | 3.0 | | | | — | | | | 3.0 | | | | 2.8 | | | | 0.2 | | | | 2.6 | |
Income tax on adjusted items | | | (3.1 | ) | | | (0.3 | ) | | | (2.8 | ) | | | 0.4 | | | | — | | | | 0.4 | |
Adjusted net income | | $ | 22.0 | | | $ | — | | | $ | 22.0 | | | $ | 22.0 | | | $ | (0.5 | ) | | $ | 22.5 | |
Adjusted earnings per ordinary share
(1) | | | | | | | | | | | | | | | | | | | | | | | | |
Diluted earnings per ordinary share | | $ | 0.34 | | | $ | (0.03 | ) | | $ | 0.37 | | | $ | 0.40 | | | $ | (0.15 | ) | | $ | 0.55 | |
Impact of adjusted items | | | 0.47 | | | | 0.03 | | | | 0.44 | | | | 0.41 | | | | 0.13 | | | | 0.28 | |
Adjusted diluted earnings per ordinary share | | $ | 0.81 | | | $ | — | | | $ | 0.81 | | | $ | 0.81 | | | $ | (0.02 | ) | | $ | 0.83 | |
(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.
ADJUSTED EBITDA (UNAUDITED)
| | Third Quarter | |
In millions except per share data | | 2026 | | | 2025 | |
| | Continuing operations | | | Superform | | | Adjusted Total | | | Continuing operations | | | Superform / Graphic Arts | | | Adjusted Total | |
Adjusted net income | | $ | 6.9 | | | $ | (0.1 | ) | | $ | 7.0 | | | $ | 8.2 | | | $ | 0.1 | | | $ | 8.1 | |
Add back: | | | | | | | | | | | | | | | | | | | | | | | | |
Income tax on adjusted items | | | 1.6 | | | | 0.3 | | | | 1.3 | | | | (0.4 | ) | | | — | | | | (0.4 | ) |
Provision for income taxes | | | 0.8 | | | | (0.1 | ) | | | 0.9 | | | | 2.8 | | | | — | | | | 2.8 | |
Net finance costs | | | 1.0 | | | | — | | | | 1.0 | | | | 0.7 | | | | — | | | | 0.7 | |
Adjusted EBITA | | | 10.3 | | | | 0.1 | | | | 10.2 | | | | 11.3 | | | | 0.1 | | | | 11.2 | |
Depreciation | | | 2.0 | | | | — | | | | 2.0 | | | | 2.4 | | | | — | | | | 2.4 | |
Adjusted EBITDA | | $ | 12.3 | | | $ | 0.1 | | | $ | 12.2 | | | $ | 13.7 | | | $ | 0.1 | | | $ | 13.6 | |
| | Year-to-date | |
In millions except per share data | | 2026 | | | 2025 | |
| | Continuing operations | | | Superform | | | Adjusted Total | | | Continuing operations | | | Superform / Graphic Arts | | | Adjusted Total | |
Adjusted net income | | $ | 22.0 | | | $ | — | | | $ | 22.0 | | | $ | 22.0 | | | $ | (0.5 | ) | | $ | 22.5 | |
Add back: | | | | | | | | | | | | | | | | | | | | | | | | |
Income tax on adjusted items | | | 3.1 | | | | 0.3 | | | | 2.8 | | | | (0.4 | ) | | | — | | | | (0.4 | ) |
Provision for income taxes | | | 4.3 | | | | — | | | | 4.3 | | | | 7.0 | | | | (0.3 | ) | | | 7.3 | |
Net finance costs | | | 2.7 | | | | — | | | | 2.7 | | | | 2.4 | | | | (0.2 | ) | | | 2.6 | |
Adjusted EBITA | | | 32.1 | | | | 0.3 | | | | 31.8 | | | | 31.0 | | | | (1.0 | ) | | | 32.0 | |
Depreciation | | | 6.1 | | | | — | | | | 6.1 | | | | 6.9 | | | | — | | | | 6.9 | |
Adjusted EBITDA | | $ | 38.2 | | | $ | 0.3 | | | $ | 37.9 | | | $ | 37.9 | | | $ | (1.0 | ) | | $ | 38.9 | |
ADJUSTED EFFECTIVE TAX RATE
(UNAUDITED)
| | Third Quarter | |
In millions except per share data | | 2026 | | | 2025 | |
| | Continuing operations | | | Superform | | | Adjusted Total | | | Continuing operations | | | Superform / Graphic Arts | | | Adjusted Total | |
Adjusted net income / (loss) | | $ | 6.9 | | | $ | (0.1 | ) | | $ | 7.0 | | | $ | 8.2 | | | $ | 0.1 | | | $ | 8.1 | |
Add back: | | | | | | | | | | | | | | | | | | | | | | | | |
Income tax on adjusted items | | | 1.6 | | | | 0.3 | | | | 1.3 | | | | (0.4 | ) | | | — | | | | (0.4 | ) |
Provision for income taxes | | | 0.8 | | | | (0.1 | ) | | | 0.9 | | | | 2.8 | | | | — | | | | 2.8 | |
Adjusted income before income taxes | | | 9.3 | | | | 0.1 | | | | 9.2 | | | | 10.6 | | | | 0.1 | | | | 10.5 | |
Adjusted provision for income taxes | | $ | 2.4 | | | $ | 0.2 | | | $ | 2.2 | | | $ | 2.4 | | | $ | — | | | $ | 2.4 | |
Adjusted effective tax rate | | | 25.8 | % | | | 200.0 | % | | | 23.9 | % | | | 22.6 | % | | | — | % | | | 22.9 | % |
| | Year-to-date | |
In millions except per share data | | 2026 | | | 2025 | |
| | Continuing operations | | | Superform | | | Adjusted Total | | | Continuing operations | | | Superform / Graphic Arts | | | Adjusted Total | |
Adjusted net income / (loss) | | $ | 22.0 | | | $ | — | | | $ | 22.0 | | | $ | 22.0 | | | $ | (0.5 | ) | | $ | 22.5 | |
Add back: | | | | | | | | | | | | | | | | | | | | | | | | |
Income tax on adjusted items | | | 3.1 | | | | 0.3 | | | | 2.8 | | | | (0.4 | ) | | | — | | | | (0.4 | ) |
Provision / (credit) for income taxes | | | 4.3 | | | | — | | | | 4.3 | | | | 7.0 | | | | (0.3 | ) | | | 7.3 | |
Adjusted income before income taxes | | | 29.4 | | | | 0.3 | | | | 29.1 | | | | 28.6 | | | | (0.8 | ) | | | 29.4 | |
Adjusted provision / (credit) for income taxes | | $ | 7.4 | | | $ | 0.3 | | | $ | 7.1 | | | $ | 6.6 | | | $ | (0.3 | ) | | $ | 6.9 | |
Adjusted effective tax rate | | | 25.2 | % | | | 100.0 | % | | | 24.4 | % | | | 23.1 | % | | | 37.5 | % | | | 23.5 | % |
NET DEBT RATIO
(UNAUDITED)
| | Third Quarter | |
In millions | | 2026 | | | 2025 | |
Cash and cash equivalents | | $ | 19.9 | | | $ | 6.0 | |
Total debt | | | (57.7 | ) | | | (43.3 | ) |
Net debt | | | 37.8 | | | | 37.3 | |
| | | | | | | | |
Adjusted EBITDA | | | 46.6 | | | | 56.5 | |
Net debt to EBITDA ratio | | | 0.8 | | | | 0.7 | |
| | | | | | | | |
Adjusted EBITDA excluding Superform / Graphic Arts segment | | $ | 51.1 | | | $ | 51.3 | |
Net debt to EBITDA ratio excluding Superform / Graphic Arts segment | | | 0.7 | | | | 0.7 | |
FREE CASH FLOW
(UNAUDITED)
| | Third Quarter | | | Year-to-date | |
In millions | | 2026 | | | 2025 | | | 2026 | | | 2025 | |
Net cash provided by continuing operating activities | | $ | 15.6 | | | $ | 11.6 | | | $ | 14.2 | | | $ | 18.2 | |
Net cash provided by Superform / Graphic Arts operating activities | | | 0.1 | | | | 0.3 | | | | — | | | | 0.3 | |
Net cash provided by continuing operating activities excluding Superform / Graphic Arts | | | 15.5 | | | | 11.3 | | | | 14.2 | | | | 17.9 | |
| | | | | | | | | | | | | | | | |
Capital expenditures | | | (3.2 | ) | | | (1.3 | ) | | | (7.9 | ) | | | (0.3 | ) |
Superform / Graphic Arts capital expenditures | | | (0.1 | ) | | | (0.3 | ) | | | — | | | | (0.3 | ) |
Capital expenditures excluding Superform / Graphic Arts | | | (3.1 | ) | | | (1.0 | ) | | | (7.9 | ) | | | — | |
| | | | | | | | | | | | | | | | |
Free cash flow | | | 12.4 | | | | 10.3 | | | | 6.3 | | | | 17.9 | |
Free cash flow excluding Superform / Graphic Arts | | $ | 12.4 | | | $ | 10.3 | | | $ | 6.3 | | | $ | 17.9 | |