A North American building materials company that supplies cement, aggregates, ready-mix concrete, asphalt, and roofing systems to professional builders — everything "from foundation to rooftop." It was born in June 2025 when the global materials giant Holcim spun off its North American operations into an independent company. The name blends "ambition" and "rising," and some of its plants, like the Alpena cement works in Michigan, have been running since 1907.
Amrize appoints Samuel J. Poletti as CFO, succeeding Baris Oran, effective August 24, 2026.
Poletti previously served as Chief Strategy and M&A Officer since the June 2025 spin-off from Holcim, and as Holcim's Global Head of M&A from 2018 to June 2025.
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Samuel J. Poletti, age 45, appointed Chief Financial Officer effective August 24, 2026, succeeding Baris Oran who stepped down for personal reasons.
Poletti's employment agreement provides an initial annual base salary of $725,000, bonus target of 100% of base salary, and maximum bonus of 200% of base salary.
Poletti receives additional performance stock units for the 2026 award cycle with a grant date fair value of $860,000, subject to same terms as prior grants.
Oran's 12-month notice period under his employment agreement commenced on August 24, 2026, and will run until August 24, 2027, during which he remains an employee.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits
Amrize shareholders approve all 16 proposals at 2026 AGM, including special and ordinary dividends of USD 0.44 per share.
At the April 21, 2026 Annual General Meeting, shareholders approved the annual report, executive compensation, and all other proposals.
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Shareholders approved a special dividend of USD 0.44 per share and an ordinary dividend of up to USD 0.44 per share in up to four installments.
All ten director nominees were re-elected, and Jan Jenisch was re-elected as Chairman.
Shareholders voted 98% in favor of holding annual advisory votes on executive compensation.
Effective after the Q1 2026 Form 10-Q filing, Don P. Newman will chair the Audit Committee, Jacques Wolf Sanche will join it, and Holli Ladhani will leave it.
5.07 Submission of Matters to a Vote of Security Holders · 8.01 Other Events · 9.01 Financial Statements and Exhibits
Amrize proposes special dividend of $0.44 per share, pending shareholder approval at 2026 AGM.
Amrize Ltd's board included a proposal in the 2026 AGM proxy statement for a special one-time dividend of $0.44 per outstanding ordinary share, to be paid from legal reserves from capital contributions.
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The 2026 Annual General Meeting is scheduled for April 21, 2026.
If approved, the last trading day with entitlement to the distribution will be April 23, 2026, with ex-dividend trading on or around April 24, 2026.
Record dates are April 24, 2026, for NYSE shareholders and April 27, 2026, for SIX Swiss Exchange shareholders; distribution is expected on May 4, 2026.
The report was filed under Item 8.01 (Other Events) to disclose this proposed dividend and related dates.
Amrize appoints Baris Oran as CFO effective April 1, 2026, succeeding Ian Johnston.
Ian Johnston steps down as CFO and will serve as senior advisor during a garden leave period until March 31, 2027.
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Baris Oran appointed CFO of Amrize Ltd, effective April 1, 2026, succeeding Ian Johnston.
Oran's employment agreement includes $750,000 annual base salary, bonus target of 100% of salary, and long-term equity grants of at least 325% of base salary.
Oran previously served as CFO of GXO Logistics from August 2021 to March 2026 and XPO Logistics in 2021.
Johnston's change in position is not related to any disagreement with the Company on financial controls, reporting, operations, policies, or practices.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits
Amrize Ltd dismisses EY Switzerland and appoints EY US as independent auditor for 2026.
On February 19, 2026, Amrize Ltd's Audit Committee engaged Ernst & Young LLP (EY US) as its independent registered public accounting firm for the year ending December 31, 2026, effective immediately.
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On the same date, the Audit Committee dismissed Ernst & Young AG (EY Switzerland) as independent auditor, though EY Switzerland will continue as statutory auditor under Swiss law.
The change was made to better coordinate with the company's U.S. financial reporting function after Holcim's spin-off of Amrize's North American business on June 23, 2025.
EY Switzerland's audit reports for fiscal years 2022-2024 contained no adverse opinion, disclaimer, or qualification.
No disagreements or reportable events occurred between Amrize and EY Switzerland, except a previously disclosed material weakness in internal control over financial reporting related to insufficient U.S. GAAP-experienced personnel.
4.01 Changes in Registrant's Certifying Accountant · 9.01 Financial Statements and Exhibits
Amrize reports FY2025 revenue of $11.8B, net income of $1.2B, and proposes shareholder returns
Full year 2025 revenues increased 0.9% to $11.8 billion, with net income of $1.2 billion and Adjusted EBITDA of $3.0 billion.
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Fourth quarter 2025 revenues were $2,839 million, down 0.4% year-over-year, with net income of $298 million and Adjusted EBITDA of $779 million.
The Board authorized a $1.0 billion share repurchase program and proposed a special one-time dividend of $0.44 per share plus an annual ordinary dividend of $0.44 per share.
2026 guidance: revenues of $12.29 billion to $12.52 billion (+4% to +6%) and Adjusted EBITDA of $3.25 billion to $3.34 billion (+8% to +11%).
Free Cash Flow for 2025 was $1,463 million, with Net Leverage Ratio of 1.1x as of December 31, 2025.
2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits