Amrize (AMRZ) CEO receives major stock option and share awards

Rhea-AI Filing Summary

Amrize Ltd reported that Chairman and CEO Jenisch Jan Philipp acquired new equity awards on February 27, 2026. He received a grant of 620,715 stock options and 138,582 ordinary shares at a price of $0.00 per share as performance-based awards.

The footnotes explain these awards stem from performance stock units and options originally granted by Holcim Ltd and converted in connection with the Amrize spin-off. Performance was measured over multi‑year periods through December 31, 2025. He also reports 505,000 ordinary shares held indirectly by his spouse.

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^*

Jenisch Jan Philipp

(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
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		A(1)		138,582	A	$0	1,643,582	D
Ordinary Shares								505,000	I	By spouse

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
Stock Option (right to buy)	$30.67	02/27/2026		A(2)		620,715		03/01/2026	02/28/2031	Ordinary shares	620,715	$0	620,715	D

Explanation of Responses:

1. Represents settlement of an award of performance stock units of Amrize Ltd ("Amrize") into Amrize ordinary shares. The performance stock units that were settled resulted from the conversion of certain equity incentive awards previously granted by Holcim Ltd ("Holcim") and converted in connection with the consummation on June 23, 2025 of the distribution of all of the ordinary shares of Amrize by Holcim to holders of Holcim ordinary shares on a pro rata basis (the "Spin-Off"). Such performance stock units vested based on the performance of Holcim and Amrize for the period from January 1, 2023 through December 31, 2025.

2. Represents vesting of performance stock option award with respect to Amrize ordinary shares. The performance stock option resulted from the conversion of an option to purchase Holcim ordinary shares previously granted by Holcim and converted in connection with the Spin-Off. Such performance stock option vested based on the performance of Holcim and Amrize for the period from January 1, 2021 through December 31, 2025.

	Hans Weinburger, Attorney-in-Fact	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Amrize (AMRZ) CEO Jenisch Jan Philipp report?

Jenisch Jan Philipp reported acquiring 620,715 stock options and 138,582 ordinary shares of Amrize on February 27, 2026 at $0.00 per share. He also reported 505,000 ordinary shares held indirectly through his spouse as an existing holding.

Were the Amrize (AMRZ) equity awards to the CEO open-market purchases?

No, the CEO’s new Amrize equity came from grants and vesting, not market purchases. The awards settled performance stock units and options converted from prior Holcim Ltd incentives and were delivered at $0.00 per share as compensation-linked equity, not cash transactions.

How are Holcim Ltd awards connected to the new Amrize (AMRZ) grants?

The filing states the Amrize performance stock units and options resulted from converting Holcim Ltd equity awards in connection with the June 23, 2025 spin-off. Vesting depended on the performance of both Holcim and Amrize over multi‑year periods ending December 31, 2025.

Over what periods were the Amrize (AMRZ) CEO’s performance awards measured?

The performance stock units that settled into Amrize shares were measured from January 1, 2023 through December 31, 2025. The performance stock options vesting into Amrize options were based on performance from January 1, 2021 through December 31, 2025, according to the footnotes.

What indirect Amrize (AMRZ) holdings are reported for the CEO?

The filing shows 505,000 Amrize ordinary shares reported as indirect ownership “by spouse.” This line is categorized as a holding, not a new transaction, and reflects shares attributed through spousal ownership rather than directly held by the CEO.

How many Amrize (AMRZ) options and shares does the CEO hold after these transactions?

After these transactions, the CEO is reported holding 620,715 stock options and 1,643,582 ordinary shares directly. Additionally, 505,000 ordinary shares are reported as indirectly owned through his spouse, according to the disclosed ownership totals.