Amrize director receives 2,976-share equity award

Amrize Ltd director Nicholas C. Gangestad reported routine equity compensation activity.

Rhea-AI Filing Summary

Amrize Ltd director Nicholas C. Gangestad reported routine equity compensation activity. He received a grant of 2,976 Ordinary Shares as a restricted stock unit award under the Amrize Ltd 2025 Omnibus Incentive Plan. The award vests on the earlier of the one-year anniversary of the grant date and the company’s next regular annual shareholder meeting.

On the same date, 740 Ordinary Shares were disposed of as a tax-withholding transaction at a reference price of $57.12 per share, covering tax obligations tied to the vesting. Following these transactions, Gangestad directly owns 7,194 Ordinary Shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Gangestad Nicholas C

Role Director

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Ordinary Shares	740	$57.12	$42K
Grant/Award	Ordinary Shares	2,976	$0.00	$0.00

Holdings After Transaction: Ordinary Shares — 7,194 shares (Direct)

Footnotes (2)

1. F1. Closing price per share on the trading date of the vesting of restricted stock units.
2. F2. Restricted stock unit award to the reporting person pursuant to the Amrize Ltd 2025 Omnibus Incentive Plan. The award vests on the earlier of the one-year anniversary of the grant date and the date of the issuer's next regular annual meeting of shareholders.

Key Figures

RSU share grant: 2,976 shares Tax-withheld shares: 740 shares Tax reference price: $57.12 per share +1 more

4 metrics

RSU share grant 2,976 shares Ordinary Shares granted as restricted stock unit award to director

Tax-withheld shares 740 shares Shares delivered to cover tax liabilities on RSU vesting

Tax reference price $57.12 per share Closing price on vesting date used for tax-withholding disposition

Post-transaction holdings 4,218 shares Ordinary Shares directly owned by Nicholas C. Gangestad after transactions

Key Terms

restricted stock units, tax-withholding disposition, Omnibus Incentive Plan, Ordinary Shares, +1 more

5 terms

restricted stock units financial

"Closing price per share on the trading date of the vesting of restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Omnibus Incentive Plan financial

"pursuant to the Amrize Ltd 2025 Omnibus Incentive Plan."

An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.

Ordinary Shares financial

"security_title": "Ordinary Shares""

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Amrize Ltd (AMRZ) report for Nicholas C. Gangestad?

Amrize Ltd reported that director Nicholas C. Gangestad received a grant of 2,976 Ordinary Shares as a restricted stock unit award. On the same date, 740 shares were withheld in a tax-related disposition, and he now directly owns 4,218 Ordinary Shares.

How many Amrize Ltd (AMRZ) shares were granted to Nicholas C. Gangestad?

Nicholas C. Gangestad was granted 2,976 Ordinary Shares as part of an equity compensation award. The grant was made as restricted stock units under the Amrize Ltd 2025 Omnibus Incentive Plan, with vesting tied to time and the next regular annual shareholder meeting.

Why were 740 Amrize Ltd (AMRZ) shares disposed of in this Form 4 filing?

The 740 Ordinary Shares were disposed of as a tax-withholding transaction, not an open-market sale. These shares were delivered to cover tax liabilities associated with the vesting of restricted stock units, using a reference price of $57.12 per share on the vesting date.

What is the Amrize Ltd 2025 Omnibus Incentive Plan mentioned in the Form 4?

The Amrize Ltd 2025 Omnibus Incentive Plan is the company’s equity compensation program referenced in the filing. Under this plan, Nicholas C. Gangestad received restricted stock units that convert into Ordinary Shares upon vesting, aligning director compensation with shareholder interests.

When do Nicholas C. Gangestad’s Amrize Ltd restricted stock units vest?

The restricted stock unit award to Nicholas C. Gangestad vests on the earlier of two dates. It vests on the one-year anniversary of the grant date, or on the date of Amrize Ltd’s next regular annual meeting of shareholders, whichever occurs first.

How many Amrize Ltd (AMRZ) shares does Nicholas C. Gangestad own after these transactions?

After the reported grant and tax-withholding disposition, Nicholas C. Gangestad directly owns 4,218 Ordinary Shares of Amrize Ltd. This total reflects his holdings following receipt of 2,976 shares and the disposition of 740 shares for tax obligations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/22/2026 - 12:09 PM EDT Learn about SEC filing dates

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).

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^*

Gangestad Nicholas C

(Last) (First) (Middle)

GRAFENAUWEG 8

(Street)

ZUG 6300

(City) (State) (Zip)

SWITZERLAND

(Country)

2. Issuer Name and Ticker or Trading Symbol
Amrize Ltd [ AMRZ ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/21/2026

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	04/21/2026		F		740	D	$57.12(1)	4,218	D
Ordinary Shares	04/21/2026		A		2,976(2)	A	$0	7,194	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

Explanation of Responses:

1. Closing price per share on the trading date of the vesting of restricted stock units.

2. Restricted stock unit award to the reporting person pursuant to the Amrize Ltd 2025 Omnibus Incentive Plan. The award vests on the earlier of the one-year anniversary of the grant date and the date of the issuer's next regular annual meeting of shareholders.

	Hans Weinburger, Attorney-in-Fact	04/22/2026
	** 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)