8-KRegulation FDOther EventsExhibits & Filings

Amrize Ltd 8-K Report, Regulation FD Disclosure (Jun 2, 2025)

Filed June 2, 2025For Securities:AMRZ

Summary

Amrize Ltd (AMRZ), a wholly-owned subsidiary of Holcim Ltd., has filed an 8-K report on June 2, 2025, providing crucial updates regarding its impending spin-off from Holcim. The report confirms that Amendment No. 1 to Amrize's Registration Statement on Form 10, detailing the spin-off and outlining Amrize's business, has been declared effective by the SEC. This marks a significant step towards Amrize becoming an independent, publicly traded entity. The filing also announces key dates for the distribution of Amrize's ordinary shares to Holcim's shareholders. Holcim has set June 20, 2025, as the cum-dividend date, and Amrize shares are expected to begin trading on the New York Stock Exchange and the SIX Swiss Exchange on June 23, 2025, under the ticker symbol "AMRZ". Investors should note that the completion of this distribution is subject to certain conditions being met.

Key Highlights

  • 1SEC declares effective Amrize Ltd's (AMRZ) Registration Statement on Form 10, a key step for its spin-off from Holcim Ltd.
  • 2Amrize Ltd will become an independent, publicly traded company post-spin-off.
  • 3Holcim Ltd. has set June 20, 2025, as the cum-dividend date for the distribution of Amrize shares.
  • 4Amrize shares will be distributed as a dividend-in-kind: one Amrize share for every one Holcim share owned.
  • 5Amrize Ltd. (AMRZ) is expected to commence trading on the NYSE and SIX Swiss Exchange on June 23, 2025.
  • 6The spin-off completion is contingent on the satisfaction or waiver of specific conditions outlined in the Separation and Distribution Agreement.

Frequently Asked Questions

This 8-K filing serves to inform investors that the SEC has declared effective Amrize Ltd's Registration Statement on Form 10, which is essential for its planned spin-off from Holcim Ltd. It also provides critical dates and details regarding the distribution of Amrize shares to Holcim shareholders and the commencement of trading for Amrize as an independent entity.

Holcim shareholders as of the close of business on June 20, 2025 (the cum-dividend date) will receive one ordinary share of Amrize Ltd for every ordinary share of Holcim they own. This distribution will occur as a dividend-in-kind.

Amrize Ltd shares are expected to commence trading on a standalone basis on the New York Stock Exchange and the SIX Swiss Exchange on June 23, 2025. The ticker symbol will be "AMRZ".

Yes, the completion of the distribution of Amrize shares is conditioned upon the satisfaction or waiver of certain conditions as set forth in the Separation and Distribution Agreement filed with the SEC.