UBS Group AG, through its UBS Asset Management division, reports beneficial ownership of 38,197,652 ordinary shares of Amrize Ltd, representing 6.74% of the class. UBS Asset Management reports sole voting power over 35,252,775 shares and shared dispositive power over 38,197,652 shares, indicating voting control for most of its reported position.
The filing identifies UBS Asset Management (Americas) LLC and multiple UBS AM affiliates as included in the disclosure and states accounts are managed on a discretionary basis with rights to dividends or sale proceeds. The filer certifies the holdings were acquired in the ordinary course of business and were not acquired to change or influence control of the issuer.
Positive
Disclosed a material beneficial stake of 38,197,652 shares (6.74%)
Reported sole voting power for 35,252,775 shares
Filing states holdings are managed on a discretionary basis and not held to influence control
Negative
None.
Insights
TL;DR: UBS reports a material 6.74% passive stake with substantial sole voting power but states it is not seeking control.
UBS Asset Management's disclosed position of 38,197,652 shares exceeds the 5% reporting threshold, making the holding material for investors to note. The combination of 35,252,775 shares with sole voting power and full dispositive power reported indicates UBS can direct voting on most of the position even though the filing classifies the holdings as managed in the ordinary course. This disclosure may affect market perception of shareholder concentration, but the filer explicitly certifies the stake is not held to influence control.
TL;DR: Schedule 13G filing indicates passive disclosure, lists UBS AM affiliates, and includes a certification against control-seeking intent.
The submission identifies UBS Asset Management (Americas) LLC and a range of UBS AM affiliates as part of the reporting group and classifies the relevant subsidiary as an investment adviser. Item 10 contains a certification that the securities were acquired and are held in the ordinary course of business and not to change or influence control. The filing also states, to the filers knowledge, no single account holds more than 5% of the outstanding securities, which addresses potential aggregation concerns under regulatory rules.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Amrize Ltd
(Name of Issuer)
Ordinary Shares, par value $0.01 per share
(Title of Class of Securities)
H2927K103
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
H2927K103
1
Names of Reporting Persons
UBS AM, a distinct business unit of UBS ASSET MANAGEMENT AMERICAS LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
SWAZILAND
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
35,252,775.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
38,197,652.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
38,197,652.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.7 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Amrize Ltd
(b)
Address of issuer's principal executive offices:
GRAFENAUWEG 8, ZUG, SWITZERLAND, 6300
Item 2.
(a)
Name of person filing:
UBS Group AG
(b)
Address or principal business office or, if none, residence:
UBS Group AG
Bahnhofstrasse 45
PO Box CH-8021
Zurich, Switzerland
(c)
Citizenship:
Switzerland
(d)
Title of class of securities:
Ordinary Shares, par value $0.01 per share
(e)
CUSIP No.:
H2927K103
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
38,197,652.00
(b)
Percent of class:
6.74%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
35,252,775.00
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
38,197,652.00
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Ownership of More than 5 Percent on Behalf of Another Person. Accounts managed on a discretionary basis by the UBS Asset Management division of UBS Group AG (UBS AM) have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities. To the best of our knowledge, no account holds more than 5 percent of the outstanding securities being reported in this filing.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Identification: UBS Asset Management (Americas) LLC.
Classification: IA
In addition to UBS Group AG, the following UBS Asset Management affiliates and subsidiaries are part of the UBS Asset Management division included in this filing: MultiConcept Fund Management S.A., UBS AG, UBS Asset Management (Americas) LLC, UBS Asset Management (Australia) Ltd, UBS Asset Management (Deutschland) GmbH, UBS Asset Management (Europe) S.A., UBS Asset Management (Italia) SGR SpA, UBS Asset Management (Singapore) Ltd, UBS Asset Management (UK) Limited, UBS Asset Management Life Limited, UBS Asset Management Switzerland AG, UBS Fund Management (Ireland) Ltd., UBS Fund Management (Switzerland) AG, UBS Switzerland AG
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
UBS AM is composed of wholly-owned subsidiaries and branches of UBS Group AG. UBS Group AG is reporting direct and indirect beneficial ownership of holdings. None of the reporting persons affirm the existence of a group within the meaning of Rule 13d 5(b)(1).
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
UBS AM, a distinct business unit of UBS ASSET MANAGEMENT AMERICAS LLC
How many Amrize Ltd (AMRZ) shares does UBS report owning?
UBS reports beneficial ownership of 38,197,652 shares, representing 6.74% of the class.
What voting and dispositive powers does UBS report for AMRZ?
Sole voting power is reported for 35,252,775 shares; shared voting power is reported as 0; shared dispositive power is reported for 38,197,652 shares.
Does UBS state it is seeking to influence control of Amrize Ltd?
No. The filing includes a certification that the securities were acquired and are held in the ordinary course of business and were not acquired to change or influence control.
Which UBS entity is identified as the subsidiary that acquired the securities?
UBS Asset Management (Americas) LLC is identified as the relevant subsidiary; the filing also includes multiple UBS AM affiliates as part of the disclosure.
Does any single UBS account hold more than 5% of Amrize's outstanding shares?
The filing states, to the best of the filers knowledge, no account holds more than 5% of the outstanding securities.
