Equity award gives Amrize (AMRZ) CFO new shares; some used for taxes

Rhea-AI Filing Summary

Amrize Ltd Chief Financial Officer Ian A. Johnston reported compensation-related share movements in Amrize ordinary shares. On February 27, 2026, he acquired 4,257 shares at a price of $0.00 per share through the settlement of performance stock units tied to Holcim and Amrize performance from January 1, 2023 to December 31, 2025. On the same date, 1,941 shares were disposed of at $64.99 per share to satisfy tax obligations, leaving him with 20,860 shares owned directly.

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^*

Johnston Ian A

(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)

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

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)		4,257	A	$0	22,801	D
Ordinary Shares	02/27/2026		F		1,941	D	$64.99	20,860	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. 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.

	Hans Weinburger, Attorney-in-Fact	03/03/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Amrize (AMRZ) report for its CFO?

Amrize CFO Ian A. Johnston received a grant of 4,257 ordinary shares and disposed of 1,941 shares for tax withholding. Both transactions occurred on February 27, 2026 and relate to long-term performance-based equity compensation.

How many Amrize (AMRZ) shares does the CFO hold after these transactions?

After the reported transactions, Amrize CFO Ian A. Johnston directly owns 20,860 ordinary shares. This figure reflects the net position following the 4,257-share equity award settlement and the 1,941-share tax-withholding disposition on February 27, 2026.

What type of equity award did the Amrize (AMRZ) CFO receive?

The CFO’s award was a settlement of performance stock units converted into 4,257 Amrize ordinary shares. These units originated from Holcim equity awards and vested based on Holcim and Amrize performance from January 1, 2023 through December 31, 2025.

Why were 1,941 Amrize (AMRZ) shares disposed of by the CFO?

The 1,941 Amrize ordinary shares were disposed of to cover tax liabilities. The transaction is coded as “F,” meaning payment of exercise price or tax obligations by delivering securities, and occurred alongside the settlement of performance stock units into ordinary shares.

How is the Amrize (AMRZ) spin-off from Holcim related to this Form 4?

The performance stock units settled into 4,257 Amrize shares stem from Holcim equity awards converted at the June 23, 2025 spin-off. Holcim distributed all Amrize ordinary shares pro rata to its shareholders, and related awards were adjusted into Amrize-linked units.

Were the Amrize (AMRZ) CFO’s new shares purchased on the open market?

No, the 4,257 Amrize shares were not open-market purchases. They were issued at a price of $0.00 per share as a settlement of performance stock units tied to specified performance periods and the prior Holcim equity incentive program.