LUXFER HOLDINGS PLC

false 0001096056 0001096056 2026-10-26 2026-10-26 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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 ☐ 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 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. In 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. 1 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