UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): February 11, 2026
Amrize Ltd
(Exact name of registrant as specified in its charter)
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Switzerland
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1-42542
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98-1807904
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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Grafenauweg 8
Zug, Switzerland 6300
(Address of principal executive offices, including Zip Code)
+41 41 562 3490
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Ordinary Shares, par value $0.01 per share
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AMRZ
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 February 11, 2026, Amrize Ltd (the “Company”)
announced the following changes to its Board of Directors (the “Board”).
On February 11, 2026, Theresa Drew stepped down from the Board. Ms. Drew’s resignation is not related to a disagreement on any matter relating to the
Company’s operations, policies or practices. The Board sincerely thanks Ms. Drew for her service and many contributions to the Company’s success.
Also on February 11, 2026, (i) Robert S. Rivkin was appointed as the Chair of the Audit Committee of the Board (the “Audit Committee”) after serving as a member of the Audit Committee since June 2025 and (ii) Holli Ladhani was appointed to the Audit Committee as a qualified “audit committee financial expert,” as
such term is defined in Item 407(d)(5) of Regulation S-K, and was determined to satisfy the financial literacy requirements of NYSE.
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 hereunto duly authorized.
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AMRIZE LTD
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/s/ Denise Singleton
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Date: February 11, 2026
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Name:
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Denise Singleton
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Title:
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Chief Legal Officer and Corporate Secretary
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