Luxfer (LXFR) CEO exercises RSUs and retains 246,209 ordinary shares

Rhea-AI Filing Summary

Luxfer Holdings plc Chief Executive Officer Andrew Butcher reported a series of equity compensation transactions involving Restricted Stock Units (RSUs) and ordinary shares. On March 17–18, 2026, he exercised or converted 188,551 RSUs into ordinary shares on a 1‑for‑1 basis, subject to a nominal $1.00 per share payment.

To cover tax obligations, 105,706 ordinary shares were withheld at prices of about $11.80–$11.82 per share. After these transactions, Butcher directly holds 246,209 ordinary shares. Footnotes explain that performance‑based RSUs granted on March 18, 2024 vested at 221% and 125% of target after achieving EPS growth and relative total shareholder return goals for the performance period ended December 31, 2025, while other time‑based RSUs will continue to vest in tranches through 2029.

Insights

Equity compensation analyst

Routine CEO RSU vesting and tax withholding, not open‑market trading.

Andrew Butcher, CEO of Luxfer Holdings plc, reported equity compensation activity centered on RSUs. The data show 188,551 RSUs exercised or converted into ordinary shares, consistent with scheduled vesting rather than discretionary market purchases.

To satisfy tax obligations, the company withheld 105,706 ordinary shares at about $11.80–$11.82 per share under code F transactions, which are not open‑market sales. Following these entries, Butcher directly owns 246,209 ordinary shares, indicating a substantial continuing stake.

Footnotes highlight that performance‑based RSUs granted on March 18, 2024 vested at up to 221% and 125% of target after achieving EPS growth and relative TSR goals for the period ended December 31, 2025. Additional time‑based RSUs will vest between 2027 and 2029, so future filings may reflect further routine vesting events.

Insider Trade Summary 10b5-1

188,551 shares exercised/converted

Mixed 14 txns

Insider Butcher Andrew

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	89,823	$0.00	--
Exercise	Restricted Stock Units	89,823	$0.00	--
Grant/Award	Restricted Stock Units	76,208	$0.00	--
Exercise	Restricted Stock Units	76,208	$0.00	--
Exercise	Restricted Stock Units	12,268	$0.00	--
Exercise	Ordinary Shares	89,823	$0.00	--
Tax Withholding	Ordinary Shares	50,356	$11.82	$595K
Exercise	Ordinary Shares	76,208	$0.00	--
Tax Withholding	Ordinary Shares	42,723	$11.82	$505K
Exercise	Ordinary Shares	12,268	$0.00	--
Tax Withholding	Ordinary Shares	6,878	$11.82	$81K
Exercise	Restricted Stock Units	10,252	$0.00	--
Exercise	Ordinary Shares	10,252	$0.00	--
Tax Withholding	Ordinary Shares	5,749	$11.80	$68K

Holdings After Transaction: Restricted Stock Units — 89,823 shares (Direct); Ordinary Shares — 257,690 shares (Direct)

Footnotes (1)

1. 1 for 1, subject to a nominal payment of $1.00 per Ordinary Share. Represents 25% of the Restricted Stock Units granted on March 17, 2025. The remaining Restricted Stock Units will vest in three equal tranches on March 17, 2027, 2028 and 2029. Represents the grant of performance-based Restricted Stock Units (at 221% target) awarded on March 18, 2024. 100% of the performance-based Restricted Stock Units were granted and vested on March 18, 2026 upon the achievement of EPS growth goals for the performance period ended December 31, 2025. Represents the 100% vesting of performance-based Restricted Stock Units (at 221% target) awarded on March 18, 2024. 100% of the performance-based Restricted Stock Units were granted and vested on March 18, 2026 upon the achievement of EPS growth goals for the performance period ended December 31, 2025. Represents the grant of performance-based Restricted Stock Units (at 125% target) awarded on March 18, 2024. 100% of the performance-based Restricted Stock Units were granted and vested on March 18, 2026 upon the achievement of relative total shareholder return (TSR) goals for the performance period ended December 31, 2025. Represents the 100% exercise of performance-based Restricted Stock Units (at 125% target) awarded on March 18, 2024. 100% of the performance-based Restricted Stock Units were granted and vested on March 18, 2026 upon the achievement of relative total shareholder return (TSR) goals for the performance period ended December 31, 2025. Represents 25% of the Restricted Stock Units granted on March 18, 2024. The remaining Restricted Stock Units will vest in two equal tranches on March 18, 2027 and 2028.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Butcher Andrew

(Last) (First) (Middle)

LUXFER HOLDINGS PLC

LUMNS LANE

(Street)

MANCHESTER M27 8LN

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
LUXFER HOLDINGS PLC [ LXFR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	03/17/2026		M		10,252	A	(1)	173,616	D
Ordinary Shares	03/17/2026		F		5,749	D	$11.8	167,867	D
Ordinary Shares	03/18/2026		M		89,823	A	(1)	257,690	D
Ordinary Shares	03/18/2026		F		50,356	D	$11.82	207,334	D
Ordinary Shares	03/18/2026		M		76,208	A	(1)	283,542	D
Ordinary Shares	03/18/2026		F		42,723	D	$11.82	240,819	D
Ordinary Shares	03/18/2026		M		12,268	A	(1)	253,087	D
Ordinary Shares	03/18/2026		F		6,878	D	$11.82	246,209	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	03/17/2026		M			10,252	(2)	(2)	Ordinary Shares	10,252	(1)	30,763	D
Restricted Stock Units	(1)	03/18/2026		A		89,823		03/18/2026(3)	(3)	Ordinary Shares	89,823	(1)	89,823	D
Restricted Stock Units	(1)	03/18/2026		M			89,823	03/18/2026(4)	(4)	Ordinary Shares	89,823	(1)	0	D
Restricted Stock Units	(1)	03/18/2026		A		76,208		03/18/2026(5)	(5)	Ordinary Shares	76,208	(1)	76,208	D
Restricted Stock Units	(1)	03/18/2026		M			76,208	03/18/2026(6)	(6)	Ordinary Shares	76,208	(1)	0	D
Restricted Stock Units	(1)	03/18/2026		M			12,268	(7)	(7)	Ordinary Shares	12,268	(1)	24,540	D

Explanation of Responses:

1. 1 for 1, subject to a nominal payment of $1.00 per Ordinary Share.

2. Represents 25% of the Restricted Stock Units granted on March 17, 2025. The remaining Restricted Stock Units will vest in three equal tranches on March 17, 2027, 2028 and 2029.

3. Represents the grant of performance-based Restricted Stock Units (at 221% target) awarded on March 18, 2024. 100% of the performance-based Restricted Stock Units were granted and vested on March 18, 2026 upon the achievement of EPS growth goals for the performance period ended December 31, 2025.

4. Represents the 100% vesting of performance-based Restricted Stock Units (at 221% target) awarded on March 18, 2024. 100% of the performance-based Restricted Stock Units were granted and vested on March 18, 2026 upon the achievement of EPS growth goals for the performance period ended December 31, 2025.

5. Represents the grant of performance-based Restricted Stock Units (at 125% target) awarded on March 18, 2024. 100% of the performance-based Restricted Stock Units were granted and vested on March 18, 2026 upon the achievement of relative total shareholder return (TSR) goals for the performance period ended December 31, 2025.

6. Represents the 100% exercise of performance-based Restricted Stock Units (at 125% target) awarded on March 18, 2024. 100% of the performance-based Restricted Stock Units were granted and vested on March 18, 2026 upon the achievement of relative total shareholder return (TSR) goals for the performance period ended December 31, 2025.

7. Represents 25% of the Restricted Stock Units granted on March 18, 2024. The remaining Restricted Stock Units will vest in two equal tranches on March 18, 2027 and 2028.

Remarks:

	/s/ Benjamin Coulson under Power of Attorney for Andrew Butcher	03/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Luxfer (LXFR) CEO Andrew Butcher report in this Form 4?

Andrew Butcher reported multiple equity compensation transactions involving Restricted Stock Units and ordinary shares. He exercised 188,551 RSUs into ordinary shares and had 105,706 shares withheld to cover tax obligations, ending with direct ownership of 246,209 ordinary shares.

How many Luxfer RSUs did the CEO exercise or convert in this filing?

The CEO exercised or converted 188,551 Restricted Stock Units into ordinary shares on a 1‑for‑1 basis. These RSUs included both time‑based and performance‑based awards that had vested under previously established compensation plans and performance conditions.

How many Luxfer (LXFR) shares were withheld for taxes in the CEO’s transactions?

A total of 105,706 ordinary shares were withheld to satisfy tax obligations. These tax-withholding dispositions occurred at share prices of about $11.80 to $11.82 and are coded as F transactions, meaning they are not open‑market sales by the CEO.

What is Andrew Butcher’s Luxfer share ownership after these Form 4 transactions?

After all reported transactions, Andrew Butcher directly owns 246,209 Luxfer ordinary shares. This figure reflects RSU exercises and the associated tax‑withholding share dispositions recorded in the filing, and shows his remaining direct equity stake in the company.

Were Luxfer CEO Andrew Butcher’s RSUs performance-based, and were goals achieved?

Yes. Footnotes state performance-based RSUs granted March 18, 2024 vested at 221% and 125% of target. Vesting occurred after achieving EPS growth and relative total shareholder return goals for the performance period ending December 31, 2025, triggering full grants and exercises.

Does the Luxfer Form 4 show any open‑market share purchases or sales by the CEO?

No open‑market purchases or sales are shown. Transactions are RSU grants, exercises, and F‑code tax‑withholding dispositions. These reflect compensation mechanics and tax payments rather than discretionary buying or selling of Luxfer shares in the market by the CEO.

Will Andrew Butcher receive additional Luxfer RSU vesting in the future?

Footnotes indicate remaining time-based RSUs from March 17, 2025 and March 18, 2024 grants will vest in tranches through 2027, 2028, and 2029. As those tranches vest, additional RSU exercises and related tax‑withholding entries may appear in future Form 4 filings.