AMRZ Form 4: Nicholas Gangestad Receives 2,958 Restricted Shares

Rhea-AI Filing Summary

Amrize Ltd director Nicholas C Gangestad was awarded 2,958 restricted stock units (RSUs) under the Amrize Ltd 2025 Omnibus Incentive Plan. The award is reported as an acquisition that results in 2,958 ordinary shares beneficially owned directly following the transaction and is recorded at a $0 price.

The RSUs vest on the earlier of the one‑year anniversary of the grant date and the issuer's next regular annual meeting of shareholders, creating a time‑based grant that converts to ordinary shares on vesting. No derivative securities were reported in this filing and no additional cash or material financial terms beyond the vesting condition and share count are disclosed.

Insights

Financial Analyst

TL;DR: Routine time‑based RSU grant to a director; small absolute size and limited immediate market impact.

The Form 4 reports a non‑derivative acquisition of 2,958 RSUs by director Nicholas C Gangestad, recorded at $0 and resulting in 2,958 shares beneficially owned directly. The award is granted under the company 2025 Omnibus Incentive Plan and vests on the earlier of one year after grant or the next regular annual meeting of shareholders. There are no option exercises, sales, or derivative holdings disclosed. From a financial perspective, the disclosure documents routine equity compensation rather than a market‑moving transaction.

Corporate Governance Expert

TL;DR: Standard director equity award with time‑based vesting; governance implications are routine and limited.

The filing shows a restricted stock unit award to a director under the 2025 Omnibus Incentive Plan with vesting tied to a one‑year period or the next annual meeting. The grant converts to ordinary shares on vesting and is reported as direct beneficial ownership of 2,958 shares. The Form 4 contains the award explanation and vesting schedule but discloses no additional governance actions, related party transactions, or special acceleration clauses. Based solely on the filing, this appears to be a conventional retention/incentive award documented in compliance with Section 16 reporting rules.

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

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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 V8 6300

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	08/11/2025		A		2,958(1)	A	$0	2,958	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. 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	08/13/2025
	** 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.

FAQ

What did the AMRZ Form 4 filed for Nicholas C Gangestad report?

The Form 4 reports an acquisition of 2,958 restricted stock units (RSUs) by director Nicholas C Gangestad under the Amrize Ltd 2025 Omnibus Incentive Plan.

How many shares does Nicholas C Gangestad beneficially own after the reported transaction (AMRZ)?

Following the reported transaction the filing shows 2,958 ordinary shares beneficially owned directly.

When was the transaction dated in the AMRZ Form 4 and at what price?

The transaction date is recorded as 08/11/2025 and the award is reported at a $0 price (restricted stock unit award).

What are the vesting terms for the RSUs in the AMRZ Form 4?

The RSUs vest 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.

Were any derivative securities reported in this AMRZ filing?

No. Table II lists no derivative securities; only a non‑derivative RSU award is reported in Table I.