AMRZ · Amrize
20 filings
AMRZ 8-K Current Reports
Amrize - 20 current reports
AMRZ filed 1 annual reports (10-K), 5 quarterly reports (10-Q) and 20 current reports (8-K) between 2025 and 2026.
- 8-K · Jun 2, 2025
- 8-K · Jun 3, 2025
- 8-K · Jun 18, 2025
- 8-K · Jun 23, 2025
- 8-K · Aug 6, 2025
- 10-Q · Aug 7, 2025
- 8-K · Oct 28, 2025
- 10-Q · Oct 29, 2025
- 8-K · Jan 22, 2026
- 8-K · Feb 9, 2026
- 8-K · Feb 12, 2026
- 8-K · Feb 17, 2026
- 10-K · Feb 18, 2026
- 8-K · Feb 20, 2026
- 8-K · Mar 31, 2026
- 8-K · Apr 14, 2026
- 8-K · Apr 21, 2026
- 8-K · Apr 29, 2026
- 10-Q · May 7, 2026
- 8-K · Aug 6, 2026
- 10-Q · Aug 10, 2026
- 8-K · Aug 24, 2026
- 8-K · Sep 1, 2026
- 8-K · Sep 11, 2026
- 8-K · Oct 28, 2026
- 10-Q · Oct 29, 2026
Amrize 8-K Report, Financial Results (Oct 28, 2026)
Amrize Ltd. reported its third-quarter 2026 financial results, demonstrating resilience with a 2.2% increase in revenue to $3,771 million and a 3.3% growth in net income to $558 million. This performance was primarily driven by strong pricing initiatives across both the Building Materials and Building Envelope segments, along with positive contributions from recent acquisitions, notably Rapid Redi-Mix. Despite headwinds from weather impacting construction volumes and ongoing cost inflation, the company successfully expanded margins in its Building Materials division by 30 basis points. Amrize also continues to prioritize shareholder returns, having completed a $1 billion share repurchase program and declared a third-quarter dividend of $0.11 per share. The company has updated its full-year 2026 guidance, now projecting revenues between $12.2 billion and $12.4 billion and Adjusted EBITDA between $2.95 billion and $3.05 billion. While Amrize anticipates continued cost inflation and elevated interest rates to present challenges, it remains optimistic about long-term demand driven by major infrastructure, data center, and energy projects. The company's strategic focus remains on profitable growth, operational efficiency through programs like ASPIRE (which has delivered $73 million in savings year-to-date), and disciplined capital allocation.
Amrize 8-K Report, Executive Changes (Sep 11, 2026)
Amrize Ltd (NYSE: AMRZ) disclosed in this Form 8-K, filed September 11, 2026, a senior leadership change in its Building Envelope segment. Jake Gosa, President of Building Envelope, notified the company on September 6, 2026 of his decision to resign. Under his employment agreement, a 12-month termination notice period began and runs until September 6, 2027, during which he remains an employee. The Board appointed Mario Gross as President, Building Envelope, effective September 11, 2026. Gross has been a member of the Executive Committee and Chief Supply Chain Officer since Amrize's NYSE listing in June 2025. He previously served as COO of the Building Envelope business from 2024 to 2025, so he is familiar with the segment's operations. Chairman and CEO Jan Jenisch praised his operational expertise and track record of delivering results, and framed the appointment around operational performance and long-term, profitable growth. For investors, this is a management transition within an existing business line rather than a change in financial guidance, strategy, or capital allocation. The filing contains no financial results or forward-looking targets. The continuity of Gross's prior role in the segment, together with Gosa's extended notice period, suggests an orderly handover. The main points to monitor are whether the segment's execution holds up under new leadership and whether any further changes to segment strategy are announced.
Amrize 8-K Report, Executive Changes (Sep 1, 2026)
Amrize Ltd (AMRZ) has announced a key leadership change in its finance department via an 8-K filing dated September 1, 2026. The company has appointed Zane Nielsen as its new Chief Accounting Officer and Corporate Controller, effective September 1, 2026. Mr. Nielsen will assume the role of principal accounting officer, replacing Richard Hoffman. This appointment is significant as it brings in a seasoned finance professional with extensive experience in external reporting, technical accounting, and SEC reporting from prominent companies like Holcim, Deere & Company, Union Pacific Railroad, KPMG, and Arthur Andersen. His background as a Certified Public Accountant and his academic credentials further bolster his qualifications for this critical role. Investors can view this appointment as a positive development, suggesting a commitment to strengthening the company's financial reporting and oversight. Mr. Nielsen's compensation package includes a base salary of $350,000, eligibility for annual bonuses (50% of base salary target), and long-term incentives (60% of base salary target starting in 2027), along with standard benefits. His prior roles within Amrize Ltd as Head of External Reporting, and his extensive public accounting and corporate experience, indicate a deep understanding of the company's financial operations. There are no disclosed related-party transactions or other conflicts of interest associated with his appointment.
Amrize 8-K Report, Executive Changes (Aug 24, 2026)
Amrize Ltd (NYSE: AMRZ) disclosed in an 8-K filed August 24, 2026 that its Board appointed Samuel J. Poletti as Chief Financial Officer, effective the same day. Poletti succeeds Baris Oran, who stepped down for personal reasons. Oran's departure is not tied to any disagreement with the company on financial controls, financial reporting, operations, policies, or practices. Oran remains an employee through August 24, 2027 under the 12-month notice period in his employment agreement. Poletti previously served as Chief Strategy and M&A Officer and led the company's spin-off from Holcim, so the change is an internal promotion rather than an external hire, which limits the operational-transition risk but still leaves the CFO role changing hands abruptly. The filing also details Poletti's compensation: a $725,000 base salary, a 100% target bonus with a 200% maximum, a $29,000 car allowance, a $100,000 housing allowance, relocation and repatriation benefits, and a new 2026 PSU grant with a $860,000 grant-date fair value. His international assignment from Amrize Ltd (Swiss-domiciled) to Amrize North America Inc. runs through August 23, 2031. Neither agreement provides termination or change-of-control payments. The company also announced that Dillon Cumming joins September 8, 2026 as Vice President of Investor Relations. For investors, the filing is governance and leadership news rather than a financial disclosure: no results, guidance, or financial figures are reported. The key items to monitor are continuity in finance leadership during the post-spin period, the Oran notice-period arrangement, and the incoming IR head's approach to investor communications.
Amrize 8-K Report, Financial Results (Aug 6, 2026)
Amrize Ltd (NYSE/SIX: AMRZ) reported second quarter 2026 results that showed solid top-line momentum but margin pressure from oil-price-driven cost inflation. Revenues rose 8.6% to $3,494 million, with organic growth of 6.7%, driven by volume gains of $200 million, acquisitions (PB Materials) contributing $54 million, and aggregates pricing. Net income increased 14.4% to $476 million, diluted EPS rose 14.7% to $0.86, and Adjusted EBITDA grew 5.8% to $986 million, though Adjusted EBITDA margin contracted 80 basis points to 28.2%. Management raised its full-year revenue guidance to $12.5–$12.7 billion, but revised Adjusted EBITDA guidance to $3.1–$3.2 billion, reflecting the timing gap between price realization and fuel, freight, and raw material inflation. The Building Envelope segment was the weak spot, with Adjusted EBITDA down 5.2% and margin down 350 basis points despite 9.4% revenue growth. The filing also carries an important disclosure: Amrize identified prior-period misstatements, most significantly an understatement of extended-warranty deferred revenue tied to the Duro-Last and Malarkey acquisitions ($78 million at December 31, 2025 and $76 million at March 31, 2026). The company concluded these were immaterial to previously issued statements but would be material if corrected in the current period, so it is revising 2025 and early-2026 comparatives in this 8-K and will reflect the revisions in future filings. Investors should treat the restated comparatives and the reduced visibility into the prior periods as a governance and reporting-quality point to monitor in the Form 10-Q due by August 10, 2026. Capital return remained active, with $502 million returned to shareholders in the quarter and a $1 billion buyback launched in May 2026. Net leverage was 1.7x at June 30, 2026, and Free Cash Flow was a use of $986 million for the first half, which is typical seasonality for the business.
Amrize 8-K Report, Financial Results (Apr 29, 2026)
Amrize Ltd (AMRZ) reported first-quarter 2026 results on April 29, 2026, with revenues up 4.7% to $2,178 million, driven by volume growth in Building Materials and the February acquisition of PB Materials. However, profitability weakened: net loss widened to $118 million ($0.21 per diluted share) from $87 million ($0.16) a year earlier, and Adjusted EBITDA fell 10.3% to $192 million, with Adjusted EBITDA margin contracting 150 bps to 8.8%. The quarter is seasonally small for the company, and management emphasized that free cash flow is historically seasonal and weighted to the second half. The quarter showed a sharp divergence between segments. Building Materials revenue grew 12.9% to $1,500 million, with cement volumes up 13.9% and aggregates volumes up 14.1%, and segment Adjusted EBITDA rose 41.7% to $170 million (margin up 230 bps to 11.3%). Building Envelope was weak, with revenue down 9.8% to $678 million and Adjusted EBITDA down 37.1% to $78 million, reflecting soft roofing demand, price-cost pressure and a temporary plant disruption. Management reaffirmed full-year 2026 guidance of $12.29-$12.52 billion in revenue (+4% to +6%) and $3.25-$3.34 billion in Adjusted EBITDA (+8% to +11%), and expects price increases implemented in April to drive improvement through the year. Balance sheet and capital allocation items drew attention. Free cash flow was a use of $1,163 million, cash used in operations was $896 million, and cash fell to $1,099 million from $1,922 million at year-end, partly funded by $777 million of new short-term borrowings. Gross debt was $6,046 million, net debt $4,947 million, and the net leverage ratio 1.7x. The Board declared a first quarterly dividend of $0.11 per share (payable May 20, 2026) as part of an up-to-$0.44 annual dividend, and the company plans to begin a $1.0 billion share repurchase program after these results.
Amrize 8-K Report, Shareholder Vote Results (Apr 21, 2026)
Amrize Ltd (AMRZ) held its Annual General Meeting (AGM) on April 21, 2026, where shareholders overwhelmingly approved key proposals related to the company's financial performance and governance for fiscal year 2025, as well as its future strategic and compensation plans. The approval of the annual report, including consolidated and statutory financial statements for FY2025, indicates shareholder confidence in the company's reported financial health. Furthermore, shareholders provided advisory approval for executive compensation and the Swiss Statutory Remuneration Report, demonstrating support for the company's remuneration policies. Notably, shareholders strongly favored an annual "Say on Pay" vote, signaling a desire for ongoing direct input on executive compensation. The meeting also saw the approval of significant shareholder returns through a special dividend of $0.44 per share and an ordinary dividend of up to $0.44 per share, reflecting a commitment to returning value to investors. The re-election of most board members and the Chairman also passed with strong majorities, reinforcing the current leadership's mandate, although a significant portion of votes were cast against the re-election of Jan Jenisch as Chairman, indicating a notable segment of shareholder concern or dissent on this specific matter.
Amrize 8-K Report, Corporate Update (Apr 14, 2026)
Amrize Ltd. (AMRZ) has filed an 8-K report detailing a significant proposal for shareholders concerning a special one-time dividend. The Company's Board of Directors has included a proposal in the proxy statement for the upcoming 2026 Annual General Meeting (AGM) to distribute USD $0.44 per outstanding ordinary share. This special distribution will be funded from legal reserves stemming from capital contributions, indicating a move to return capital to shareholders. The approval of this proposal at the AGM, scheduled for April 21, 2026, is a key event for investors to monitor. If approved, the special dividend would have specific trading and record dates. The last day for shareholders to trade shares and be entitled to the dividend is expected to be April 23, 2026, with shares trading ex-dividend on or around April 24, 2026. Record dates are set for April 24, 2026, on the New York Stock Exchange and April 27, 2026, on the SIX Swiss Exchange. The actual distribution is anticipated on May 4, 2026. This filing primarily serves to inform investors about this capital return initiative and the associated timelines.
Amrize 8-K Report, Executive Changes (Mar 31, 2026)
On March 31, 2026, Amrize Ltd (NYSE: AMRZ) announced that its Board appointed Baris Oran as Chief Financial Officer, effective April 1, 2026. Oran, 52, most recently served as CFO of GXO Logistics from August 2021 to March 2026, and previously held CFO roles at XPO Logistics and the Sabanci Group. He succeeds Ian Johnston, who steps down as CFO effective March 31, 2026, and will remain with the company on garden leave through March 31, 2027 as a senior advisor to support the transition. The filing states that Johnston's departure is not related to any disagreement with the company on financial controls, financial reporting, operations, policies, or practices. Oran's employment agreement provides a $750,000 base salary, an annual bonus target of 100% of salary with a 200% maximum, a minimum long-term equity grant target value of 325% of salary, a $29,000 car allowance, and relocation benefits. The agreement carries a 12-month termination notice period and does not provide cash termination or change-of-control payments, though certain equity awards may accelerate on vesting. The filing contains no financial results, guidance, or operational updates. For investors, this is a planned leadership transition rather than a financial-performance event. The press release emphasizes continuity, crediting Johnston with establishing Amrize's investment-grade credit rating, strong balance sheet, and cash conversion, and positioning Oran to focus on capital allocation, M&A, and profitable growth. Investors may watch for any change in capital allocation priorities or financial communications under new leadership.
Amrize 8-K Report, Auditor Change (Feb 20, 2026)
Amrize Ltd (AMRZ) has announced a significant change in its independent registered public accounting firm. Effective February 19, 2026, the Company's Audit Committee has engaged Ernst & Young LLP (EY US) as its new principal independent auditor for the fiscal year ending December 31, 2026. This appointment follows the dismissal of Ernst & Young AG (EY Switzerland), which will continue to serve as the Company's statutory auditor under Swiss Law. The decision to switch to EY US is primarily driven by Amrize Ltd's strategic realignment post-spin-off from Holcim Ltd. With its main operations now situated in North America, the company deems it more efficient to work with a U.S.-based accounting firm to better align with its financial reporting functions. Investors should note that this change is procedural and reflects the evolving operational structure of the company.
Amrize 8-K Report, Financial Results (Feb 17, 2026)
Amrize Ltd (NYSE/SIX: AMRZ) reported fourth-quarter and full-year 2025 results on February 17, 2026, a year it describes as a milestone following its spin-off from Holcim. FY2025 revenues rose 0.9% to $11.8 billion, but net income fell 7.1% to $1.18 billion, diluted EPS fell to $2.14 from $2.30, and Adjusted EBITDA declined 5.5% to $3.0 billion, with the Adjusted EBITDA margin compressing 170 bps to 25.5%. Q4 revenues were roughly flat at $2.84 billion, while Building Materials grew 3.9% on volume gains and aggregates pricing, and Building Envelope fell 11.8% on soft residential roofing demand, partly offset by resilient commercial repair and refurbishment. Cash generation and balance sheet were the main positives. Operating cash flow was $2.2 billion and Free Cash Flow was $1.46 billion, down from $1.73 billion, as CapEx rose to $788 million. Net Debt fell to $3.35 billion and the Net Leverage Ratio dropped to 1.1x from 1.7x at September 30, 2025, below the company's <1.5x target. Management announced a $1.0 billion share repurchase authorization (12-month term), a proposed special one-time dividend of $0.44 per share, and an annual ordinary dividend of $0.44 per share, all subject to shareholder approval at the AGM. Guidance for 2026 calls for revenues of $12.29–$12.52 billion (+4% to +6%) and Adjusted EBITDA of $3.25–$3.34 billion (+8% to +11%), with CapEx planned at $900 million and the pending PB Materials acquisition expected to close in Q1 2026. Investors should weigh the strong 2026 guidance and capital return program against the 2025 earnings decline, softer residential roofing exposure, and the fact that the dividend and buyback depend on pending shareholder and Board approvals. The company's reliance on ASPIRE cost savings (targeting 70 bps of margin expansion in 2026 and more than $250 million in synergies through 2028) is also a key execution item to monitor.
Amrize 8-K Report, Executive Changes (Feb 12, 2026)
Amrize Ltd (AMRZ) filed an 8-K on February 12, 2026, reporting key changes to its Board of Directors. The primary event is the resignation of director Theresa Drew, effective February 11, 2026. The company stated that Ms. Drew's departure is amicable and not due to any disputes regarding the company's operations, policies, or practices, for which the Board expressed gratitude for her contributions. Of greater significance for ongoing governance and financial oversight, the company announced changes within its Audit Committee. Robert S. Rivkin, who has been a member since June 2025, has been appointed as the new Chair of the Audit Committee. Concurrently, Holli Ladhani has been appointed to the Audit Committee and has been designated as a "audit committee financial expert" and meets NYSE financial literacy requirements. These appointments suggest a continued focus on robust financial reporting and independent oversight.
Amrize 8-K Report, Mine Safety Disclosure (Feb 9, 2026)
Amrize Ltd (AMRZ) has filed an 8-K report detailing a minor safety incident at its Ravena cement plant in New York. On February 5, 2026, the Mine Safety and Health Administration (MSHA) issued an "imminent danger" order related to a third-party contract miner being exposed to a fall hazard. The incident involved the miner exceeding the design capacity of a step ladder, which posed a risk of a fall. Fortunately, no injuries were sustained during this event. The Company is required to report such orders under Section 1503(b)(1) of the Dodd-Frank Act. While this incident did not result in any harm, it highlights the ongoing importance of strict adherence to safety protocols, particularly concerning contractor operations, to prevent potential future disruptions or liabilities.
Amrize 8-K Report, Mine Safety Disclosure (Jan 22, 2026)
Amrize Ltd (AMRZ) has filed an 8-K report disclosing a recent event on January 15, 2026, related to mine safety. The company received an "imminent danger" order from the Mine Safety and Health Administration (MSHA) at its Ravena cement plant in New York. This order stemmed from a third-party dump trailer driver being exposed to a fall hazard while on the vehicle's ladder rungs.
Amrize 8-K Report, Financial Results (Oct 28, 2025)
Amrize Ltd (AMRZ) reported third-quarter 2025 results that combined solid top-line growth with margin pressure. Revenue rose 6.6% to $3,675 million, with organic growth of 6.0%, driven by volume gains in Building Materials and commercial roofing and by positive aggregates and shingles pricing. Net income was $543 million ($0.98 diluted EPS), down 1.6% year over year, and Adjusted EBITDA fell 3.3% to $1,067 million, with Adjusted EBITDA margin down 300 bps to 29.0%. The company attributed the decline mainly to a temporary equipment outage in its cement network, which added $50 million of manufacturing and distribution costs, and to lower cement pricing. The prior-year quarter also benefited from $39 million of higher asset sales. Segment performance diverged. Building Materials revenue grew 8.7%, but segment Adjusted EBITDA fell 4.2% and margin contracted 440 bps to 32.5%. Building Envelope delivered 9.0% Adjusted EBITDA growth and 190 bps of margin expansion on operational efficiencies and lower raw material costs, though revenue was roughly flat at +0.7% as residential roofing softened. Cash generation was a clear bright spot: Q3 operating cash flow was $854 million and Free Cash Flow was $674 million, up $221 million. Net debt declined to $4,985 million and the Net Leverage Ratio improved to 1.7x from 1.8x, with $385 million of commercial paper repaid. However, nine-month Free Cash Flow was negative ($193 million), reflecting higher receivables and capital expenditures. For full-year 2025, Amrize raised its revenue guidance to $11.7–$12.0 billion from $11.4–$11.8 billion, while confirming Adjusted EBITDA guidance of $2.9–$3.1 billion and a Net Leverage Ratio below 1.5x by year-end. Management reiterated capex of about $700 million, D&A of about $850 million, and an effective tax rate of 22%–24%. The filing is the company's first full quarter reporting as a standalone company following its separation from Holcim, so investors will be watching whether the ASPIRE synergy program and the cement plant expansions can restore margins.
Amrize 8-K Report, Financial Results (Aug 6, 2025)
Amrize Ltd (NYSE/SIX: AMRZ), the North American building materials company spun off from Holcim, reported second quarter 2025 results on August 6, 2025, its first quarterly report as a standalone public company following its June 23, 2025 listing. Revenue was essentially flat at $3,220 million (down 0.7% year over year), while net income fell 9.5% to $428 million and diluted EPS declined to $0.78 from $0.86. Adjusted EBITDA decreased 5.6% to $947 million, with adjusted EBITDA margin contracting 150 basis points to 29.4%. Management attributed the softness to inclement weather, higher interest rates weighing on residential and commercial new construction, and $42 million of standalone corporate costs that were not present in the prior-year carve-out figures. Excluding those costs, the company says margins were stable at 30.7%. The quarter's strategic and balance sheet developments were more notable. Amrize launched its ASPIRE cost program, targeting more than $250 million in cumulative synergies through 2028 and over 50 basis points of annual margin improvement, with incremental savings beginning in the second half of 2025 and a full run rate in 2026. The company also established its standalone capital structure, raising $5.3 billion of senior notes and drawing $930 million under a $2 billion commercial paper program. Gross debt stood at $6.2 billion and net debt at $5.6 billion, a net leverage ratio of 1.8x, with a target below 1.5x by year-end 2025. Credit ratings are BBB+ (S&P) and Baa1 (Moody's), both stable. Full-year 2025 guidance calls for revenue of $11.4 to $11.8 billion and adjusted EBITDA of $2.9 to $3.1 billion. For investors, the key takeaways are a resilient top line and margin profile in a soft volume environment, a meaningful cost-reduction program, and a materially re-levered balance sheet that now carries investment-grade ratings. The main watch items are the continued drag from standalone corporate costs, weak residential and commercial volumes (cement volumes down 6.3%, aggregates down 2.9%), and whether the ASPIRE savings and pricing discipline can offset them as the company executes its growth capital program.
Amrize 8-K Report, Material Agreement (Jun 23, 2025)
Amrize Ltd (NYSE/SIX: AMRZ) became an independent, publicly traded company on June 23, 2025, when Holcim completed a 100% spin-off of its North American business via a pro rata dividend-in-kind of one Amrize share for every Holcim share held as of June 20, 2025. The 8-K documents the definitive separation agreements signed June 20, 2025, including the Separation and Distribution Agreement, Transition Services Agreement (up to two years), Tax Matters Agreement, Employee Matters Agreement, IP Cross-License, and a Trademark License Agreement under which Amrize must phase out the Holcim and Lafarge brands within up to 30 months. Governance was reset at closing, with a ten-member board chaired by CEO Jan Philipp Jenisch, new audit, compensation, and nomination committees, new Articles of Association, and a new code of conduct and governance guidelines. The most important investor consideration is the risk allocation embedded in the Tax Matters Agreement. Amrize is generally obligated to indemnify Holcim for tax liabilities arising from the Distribution if they result from actions or misrepresentations on Amrize's side, with restriction periods of two to five years. Potential exposures include material Swiss corporate income, withholding, and stamp duty taxes, as well as U.S. federal income tax. This indemnity applies even if Holcim consented to the action. Conversely, Amrize may face tax exposure for Holcim liabilities if Holcim fails to pay, and the filing notes that Amrize will not be able to rely on Holcim's earnings, cash flow, or funding for working capital. On the financial side, the press release cites 2024 revenue of $11.7 billion, Adjusted EBITDA of $3.2 billion (27% margin), and Free Cash Flow of $1.7 billion, with a cash conversion ratio of 0.54. Amrize has no operating history as a standalone public company, and its historical financials may not reflect its results as an independent entity. Investors should review the final Information Statement (Exhibit 99.1 to the June 2, 2025 8-K) for detailed risk factors and standalone financial information.
Amrize 8-K Report, Financial Obligation (Jun 18, 2025)
Amrize Ltd (AMRZ) has reported the completion of its debt exchange offers, as detailed in their 8-K filing dated June 18, 2025. The company, along with Holcim Finance US LLC, successfully exchanged a significant portion of its outstanding debt for new notes. Notably, the entire principal amount of the 4.200% Guaranteed Notes due 2033 was exchanged, along with substantial portions of other note series, including over 92% of the 7.125% Notes due 2036 and over 95% of the 6.500% Guaranteed Notes due 2043. This move is part of a broader strategy related to the spin-off of Holcim Ltd’s North American business, as previously announced. In conjunction with these exchange offers, Amrize Ltd has entered into a Registration Rights Agreement. This agreement mandates that Amrize and the Issuer use commercially reasonable efforts to register the new notes for exchange into 'RRA Notes' by June 1, 2026. These RRA Notes will be unconditionally guaranteed by Amrize and will have substantially similar terms to the new notes, with key differences in transfer restrictions and registration rights. This filing indicates a proactive approach by Amrize to manage its debt structure and align it with its evolving corporate structure post-spin-off.
Amrize 8-K Report, Corporate Update (Jun 3, 2025)
Amrize Ltd (AMRZ) has filed an 8-K report detailing the early tender results for its debt exchange offers, conducted by Holcim Finance US LLC and guaranteed by Amrize. These offers aim to exchange existing debt securities of subsidiaries of Holcim Ltd for new notes issued by Holcim Finance US LLC. The early results indicate significant participation, with a substantial portion of several note series being tendered ahead of the early tender deadline. Notably, the 4.200% Guaranteed Notes due 2033 saw 100% of the outstanding principal amount tendered. The company also announced an increase to the CHF Cap for the 3.500% Guaranteed Notes due 2026, raising the U.S. dollar equivalent to CHF 1,530,000,000, though this series is subject to a cap that considers other tendered notes. Investors should note that the exchange offers are tied to the spin-off of Holcim Ltd's North American business, which is not contingent on the success of these debt exchanges. Holders who tendered before the early deadline are eligible to receive an "Exchange Consideration" plus an "Early Tender Premium" of $30 in new notes and $2.50 in cash per $1,000 principal amount. Those tendering after the early deadline but before the Expiration Date on June 16, 2025, will only receive the Exchange Consideration. Amrize expects the new notes to be issued on June 18, 2025, if the offers are not extended. The new notes have not been registered with the SEC and are offered only to eligible holders, primarily qualified institutional buyers (QIBs) or persons outside the United States not considered U.S. persons under Regulation S, and meeting specific European regulatory definitions.
Amrize 8-K Report, Regulation FD Disclosure (Jun 2, 2025)
Amrize Ltd (NYSE/SIX: AMRZ), the North American building materials and building envelope business of Holcim Ltd, is preparing to become a standalone public company via a 100% spin-off to Holcim shareholders. The SEC declared the Form 10 registration statement effective on May 30, 2025. Holcim has set June 20, 2025 as the cum-dividend date, with each Holcim shareholder receiving one Amrize share for every Holcim share held at the close of business that day. Amrize shares are expected to begin standalone trading on June 23, 2025 on the NYSE and SIX under the ticker AMRZ, and Holcim shareholder approval was given at the May 14, 2025 AGM with 99.75% in favor. The business profile is substantial: roughly 19,000 employees across more than 1,000 sites in the U.S. and Canada, with two reportable segments, Building Materials (2024 revenue of $8.3 billion) and Building Envelope ($3.4 billion). For 2024, carve-out results show revenue of $11.7 billion, operating income of $2.2 billion, net income attributable to the company of about $1.4 billion, and Adjusted EBITDA of $3.2 billion. Q1 2025 was weak, with a net loss of $55 million and operating loss of $21 million, reflecting seasonality and the cost of standing up the company. Cash used in operating activities was $856 million in Q1 2025, versus $597 million a year earlier. The company is pairing the separation with a conservative balance sheet. S&P and Moody's rate Amrize BBB+ and Baa1, both with stable outlooks. Amrize has arranged $3.4 billion of debt financing, including bonds, a $2 billion committed credit facility, and a $2 billion commercial paper program, with a $1.7 billion bridge loan available. Investors should weigh the expected benefits of focus and capital allocation against the risks of a carve-out with no standalone operating history, shared-service and indemnification arrangements with Holcim, and the cyclicality of construction end markets. Pro forma data show total equity of about $12.5 billion against roughly $9.8 billion of liabilities at March 31, 2025.