AMRZ Form 4: Michael McKelvy receives 2,958 restricted stock units

Rhea-AI Filing Summary

Amrize Ltd (AMRZ) reported a restricted stock unit award to director Michael E. McKelvy consisting of 2,958 ordinary shares granted under the Amrize Ltd 2025 Omnibus Incentive Plan. The grant is recorded as having a $0 price because it is a restricted stock unit award, and the reporting person is shown as the direct beneficial owner of 2,958 shares following the award.

The award vests on the earlier of the one-year anniversary of the grant date or the company’s next regular annual meeting of shareholders, which means the shares are subject to time-based vesting conditions before becoming transferable.

Positive

• 2,958 RSUs awarded to Director Michael E. McKelvy under the Amrize Ltd 2025 Omnibus Incentive Plan, aligning director and shareholder interests
• Clear vesting schedule: award vests on the earlier of one year or the issuer's next regular annual meeting, establishing explicit service conditions

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received 2,958 RSUs, vesting within one year or at the next annual meeting; a standard equity retention award.

The Form 4 discloses a non‑derivative award of 2,958 restricted stock units to director Michael E. McKelvy under the 2025 Omnibus Incentive Plan. The award is recorded with a $0 price consistent with RSU grants and is shown as directly beneficially owned following the grant. The vesting condition—earlier of one year or the next regular annual meeting—ties the award to continued service through a definable short-term period. This is a routine governance action to align a director’s interests with shareholders without indicating litigation, financing, or operational changes.

Corporate Governance Expert

TL;DR: Typical board compensation event: time‑based RSU award to a director with clear vesting terms.

Documentation shows a restricted stock unit grant under the company’s 2025 Omnibus Incentive Plan to Director Michael E. McKelvy, with vesting tied to service for up to one year or the next annual meeting. The Form 4 records direct beneficial ownership of 2,958 shares post‑grant. From a governance perspective, this type of award is a common mechanism to align director incentives to shareholder outcomes while retaining executive oversight through vesting conditions.

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

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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^*

McKelvy Michael E

(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 Amrize (AMRZ) report in this Form 4?

The Form 4 reports a restricted stock unit (RSU) award of 2,958 ordinary shares to director Michael E. McKelvy under the Amrize Ltd 2025 Omnibus Incentive Plan.

Who received the shares reported on the AMRZ Form 4?

Michael E. McKelvy, identified as a director, is the reporting person and beneficial owner of the 2,958 RSUs reported.

How many shares does Michael E. McKelvy beneficially own after the transaction?

The Form 4 indicates 2,958 shares beneficially owned by Michael E. McKelvy following the reported award.

Under what plan were the RSUs granted for AMRZ?

The award was granted pursuant to the Amrize Ltd 2025 Omnibus Incentive Plan.

When do the awarded RSUs vest according to the filing?

The RSUs vest on the earlier of the one‑year anniversary of the grant date or the date of the issuer's next regular annual meeting of shareholders.