Amrize Ltd (AMRZ) reshapes board as Rivkin chairs audit committee

Rhea-AI Filing Summary

Amrize Ltd reported changes to its Board of Directors and Audit Committee following events on February 11, 2026. Theresa Drew stepped down from the Board, and the company states her resignation was not related to any disagreement over operations, policies, or practices.

On the same date, Robert S. Rivkin, who has served on the Audit Committee since June 2025, was appointed Chair of the Audit Committee. Holli Ladhani was appointed to the Audit Committee and designated as an “audit committee financial expert” under SEC rules and as meeting the NYSE’s financial literacy requirements.

false000203598900020359892026-02-112026-02-11

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)

Switzerland		1-42542		98-1807904
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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:

☐
Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares, par value $0.01 per share		AMRZ		New York Stock Exchange

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.

	AMRIZE LTD
	/s/ Denise Singleton
Date: February 11, 2026	Name:		Denise Singleton
	Title:		Chief Legal Officer and Corporate Secretary

FAQ

What board changes did Amrize Ltd (AMRZ) disclose on February 11, 2026?

Amrize Ltd reported that director Theresa Drew stepped down from the Board on February 11, 2026. The company stated her resignation was not due to any disagreement regarding its operations, policies, or practices, indicating a routine governance transition rather than a dispute-driven departure.

Why did Amrize Ltd (AMRZ) say director Theresa Drew resigned?

Amrize Ltd stated that Theresa Drew’s resignation from its Board was not related to any disagreement about company operations, policies, or practices. This language signals that her departure is characterized as amicable and not triggered by governance or financial reporting concerns disclosed in the filing.

Who became Chair of Amrize Ltd’s (AMRZ) Audit Committee in February 2026?

On February 11, 2026, Amrize Ltd appointed Robert S. Rivkin as Chair of its Audit Committee. He had already been serving as an Audit Committee member since June 2025, and this change formalizes his leadership role overseeing the company’s audit and financial reporting oversight functions.

What role did Holli Ladhani assume at Amrize Ltd (AMRZ)?

Amrize Ltd appointed Holli Ladhani to its Audit Committee on February 11, 2026. She was designated an “audit committee financial expert” under Item 407(d)(5) of Regulation S-K and was determined to meet the New York Stock Exchange financial literacy requirements for audit committee members.

Does Amrize Ltd (AMRZ) consider Holli Ladhani an audit committee financial expert?

Yes. The company identified Holli Ladhani as a qualified “audit committee financial expert” under SEC Regulation S-K Item 407(d)(5). It also determined she satisfies the financial literacy requirements of the New York Stock Exchange for audit committee service, strengthening its financial oversight credentials.

What does Amrize Ltd (AMRZ) say about disagreements tied to the director resignation?

Amrize Ltd explicitly states that Theresa Drew’s resignation from the Board is not related to any disagreement on matters involving the company’s operations, policies, or practices. This disclosure is intended to reassure investors that no governance or reporting dispute underlies her departure.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.7 KB