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Amrize Ltd 8-K Filings

AMRZ NYSE

Every 8-K that Amrize Ltd (AMRZ) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow AMRZ and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full AMRZ filings page.

Rhea-AI Summary

Amrize Ltd (AMRZ) reported a leadership change in its finance function. The board appointed Zane Nielsen as Chief Accounting Officer and Corporate Controller, effective September 1, 2026, at which time he will become the company’s principal accounting officer, replacing Richard Hoffman in that role.

Nielsen, age 49, has led Amrize’s external reporting since its June 2025 spin-off from Holcim Ltd and previously held senior external reporting and technical accounting roles at Holcim’s North American business and Deere & Company, as well as prior positions at Union Pacific Railroad, KPMG, and Arthur Andersen. Under his offer letter, he will receive an annual base salary of $350,000, be eligible for an annual bonus targeted at 50% of base salary, and, beginning in 2027, an annual long-term incentive award targeted at 60% of base salary, plus participation in standard benefit programs. The company states he has no disclosable related-party relationships or transactions.

Rhea-AI Summary

Amrize Ltd (AMRZ) announced that its Board appointed Samuel J. Poletti as Chief Financial Officer, effective August 24, 2026, succeeding Baris Oran, who is stepping down for personal reasons and will remain an employee through his 12‑month notice period ending August 24, 2027. Poletti has led Amrize’s strategy and M&A since its June 2025 spin-off from Holcim Ltd and previously served as Holcim’s Global Head of M&A.

Poletti’s new employment and international assignment agreements provide an initial annual base salary of $725,000, a bonus target of 100% of base salary with a maximum of 200%, an annual car allowance of $29,000, housing allowance of $100,000, and additional relocation, repatriation and tax advisory benefits. He will also receive $860,000 in grant date fair value of additional performance stock units for the 2026 award cycle. The assignment to Amrize North America Inc. is expected to run five years, until August 23, 2031, and he is not entitled to termination or change‑of‑control payments. Amrize reports that Oran’s departure is not related to any disagreement over financial controls, reporting, operations, policies, or practices.

Rhea-AI Summary

Amrize Ltd reported strong second-quarter 2026 results, with revenues of $3,494 million, up 8.6% year over year, and net income of $476 million, up 14.4%. Adjusted EBITDA was $986 million, up 5.8%, while diluted EPS rose 14.7% to $0.86 and adjusted diluted EPS increased 8.6% to $0.88.

Growth was driven by higher cement and aggregates volumes, pricing and acquisitions, partly offset by oil price driven inflation in freight, diesel and raw materials. Amrize returned $502 million to shareholders through buybacks and dividends and invested $241 million of capex in the quarter. For 2026, it guides revenues of $12.5–$12.7 billion and Adjusted EBITDA of $3.1–$3.2 billion, with about $900 million of capex and a 23–25% adjusted tax rate. Net debt was $5,275 million at June 30, 2026, a net leverage ratio of 1.7x. Amrize also identified prior-period misstatements, mainly an understatement of deferred revenue on extended warranties of $78 million at December 31, 2025 and $76 million at March 31, 2026; it determined these were not material to previously issued financial statements and has revised affected 2025 and early 2026 periods.

Rhea-AI Summary

Amrize Ltd reported first-quarter 2026 revenues of $2.178 billion, up 4.7% from 2025, driven by strong Building Materials demand. Net loss widened to $118 million and Adjusted EBITDA fell 10.3% to $192 million, reflecting weaker roofing volumes and pricing in Building Envelope.

Building Materials revenues rose to $1.5 billion with Segment Adjusted EBITDA up 41.7% to $170 million, supported by double-digit growth in cement and aggregates and the PB Materials acquisition. Building Envelope revenues declined to $678 million and Segment Adjusted EBITDA dropped to $78 million.

The Board declared a first quarterly dividend of $0.11 per share payable May 20, 2026, as the first installment of an annual dividend of up to $0.44 per share, and approved a $1.0 billion share repurchase program with a 12‑month expiration. Amrize reaffirmed full‑year 2026 guidance for revenues of $12.29–$12.52 billion and Adjusted EBITDA of $3.25–$3.34 billion, implying 4–6% revenue growth and 8–11% Adjusted EBITDA growth. Net Debt was $4.947 billion with a Net Leverage Ratio of 1.7x as of March 31, 2026.

Rhea-AI Summary

Amrize Ltd reported the results of its 2026 Annual General Meeting, where shareholders approved all major proposals, including financial statements for fiscal 2025 and multiple compensation-related items. Shareholders backed a special cash distribution of USD 0.44 per outstanding share and an ordinary dividend of up to USD 0.44 per outstanding share in up to four installments, returning cash from legal reserves.

Investors strongly supported board members, with each director receiving over 212 million votes in favor, and re-elected Jan Jenisch as chairman. Shareholders also approved maximum aggregate compensation levels for the board and executive management and reappointed Ernst & Young AG as statutory auditor and Ernst & Young LLP for U.S. reporting. Amrize will continue holding annual advisory “say on pay” votes, reflecting the clear preference expressed in the ballot.

Rhea-AI Summary

Amrize Ltd announced that its board has proposed a special one-time dividend of USD $0.44 per outstanding ordinary share, to be paid as a special distribution from legal reserves from capital contributions, subject to shareholder approval at the 2026 Annual General Meeting on April 21, 2026.

If approved, the last trading day with entitlement to the distribution will be April 23, 2026. Shares are expected to trade ex-dividend on or around April 24, 2026, with record dates of April 24, 2026 for New York Stock Exchange shareholders and April 27, 2026 for SIX Swiss Exchange shareholders, and an expected payment date of May 4, 2026.

8-K
Rhea-AI Summary

Amrize Ltd is appointing Baris Oran as Chief Financial Officer effective April 1, 2026, succeeding long‑time CFO Ian Johnston, who will remain as a senior advisor to support the transition and will be on garden leave until March 31, 2027. The company states that Johnston’s change in role is not related to any disagreement on financial controls, reporting, operations, policies, or practices.

Oran, formerly CFO of GXO Logistics, XPO Logistics and the Sabanci Group, will receive an annual base salary of $750,000, target annual bonus equal to 100% of salary with a maximum of 200%, and long‑term equity grants targeted at least 325% of salary. His package also includes a $29,000 annual car allowance, standard benefits, and relocation support under an employment agreement with a 12‑month termination notice period and no cash change‑of‑control payments. Amrize highlights its 2025 revenue of $11.8 billion and strong balance sheet as it brings in Oran to help drive profitable growth.

Rhea-AI Summary

Amrize Ltd changed its independent auditor, appointing Ernst & Young LLP (EY US) as its independent registered public accounting firm for the year ending December 31, 2026, including interim reviews beginning with the period ending March 31, 2026. On the same date, the audit committee dismissed Ernst & Young AG (EY Switzerland) from this role, while EY Switzerland will continue as statutory auditor under Swiss law. The company links this shift to its post–spin-off focus on North American operations. EY Switzerland’s prior reports on the company’s combined financial statements for 2022–2024 contained no adverse opinions, disclaimers, or qualifications, and the company reports no disagreements or reportable events other than a previously disclosed material weakness in internal control over financial reporting related to insufficient U.S. GAAP–experienced personnel.

8-K
Rhea-AI Summary

Amrize Ltd reported essentially flat 2025 revenue but strong cash generation and a major capital return plan. Full-year revenues were $11.8 billion, up 0.9%, with net income of $1.2 billion and Adjusted EBITDA of $3.0 billion, both modestly below 2024. Free Cash Flow reached $1.5 billion and operating cash flow was $2.2 billion.

Building Materials drove growth, with 2025 revenues of $8.5 billion and fourth-quarter Segment Adjusted EBITDA up 5.9% on higher cement and aggregates volumes and pricing. Building Envelope revenues fell to $3.3 billion as softer residential roofing demand and higher warranty provisions weighed on margins, despite resilient commercial repair and refurbishment.

The balance sheet strengthened, with Net Debt of $3.3 billion and a Net Leverage Ratio of 1.1x as of December 31, 2025. The board approved a share repurchase authorization of $1.0 billion and is proposing both a $0.44 per share special one-time dividend and a $0.44 annual ordinary dividend. For 2026, Amrize guides revenues to $12.29–$12.52 billion and Adjusted EBITDA to $3.25–$3.34 billion, implying 4–6% and 8–11% growth respectively.

Rhea-AI 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.

Rhea-AI Summary

Amrize Ltd reported receiving a Section 107(a) imminent danger order from the Mine Safety and Health Administration on February 5, 2026. The order stemmed from a third-party contract miner being exposed to a fall hazard by straddling a three-foot step ladder beyond its design capacity at the Ravena cement plant in New York. No injuries occurred as a result of this incident.

Rhea-AI Summary

Amrize Ltd reported a mine safety incident at its Ravena cement plant in New York. On January 15, 2026, the company received an imminent danger order from the Mine Safety and Health Administration under Section 107(a) of the Federal Mine Safety and Health Act of 1977.

The order related to a third-party dump trailer driver who was exposed to a fall hazard while standing on the ladder rungs of a vehicle trailer. The company states that no injuries occurred as a result of this incident.

Rhea-AI Summary

Amrize Ltd furnished an 8-K announcing it issued a press release with financial results for the quarter ended September 30, 2025, and an investor presentation. The materials are furnished under Items 2.02 and 7.01 and made available as Exhibits 99.1 and 99.2, dated October 28, 2025.

The company notes these materials are furnished, not filed, under the Exchange Act and are available on its investor website.

8-K