Amrize Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended June 30, 2025

OR

For the transition period from _____________ to ______________

Commission file number:1-42542

(Exact name of Registrant as specified in its charter)

+41 41 562 3490

(Registrant’s telephone number, including area code)

Securities to be registered pursuant to Section 12(b) of the Exchange Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of

the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant

was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐

No ☒.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be

submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for

such shorter period that the registrant was required to submit such files). Yes ☒ No☐.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,

a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”

“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange

Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended

transition period for complying with any new or revised financial accounting standards provided pursuant to Section

13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes☐ No ☒.

As of June 30, 2025, the number of outstanding Ordinary Shares was 553,082,069, net of Treasury Shares.

Certain Terms

References to the Company’s “Ordinary Shares”, “Common Shares” or “Common Stock” refer to our Ordinary

Shares.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” intended to qualify for the safe

harbor from liability established by the Private Securities Litigation Reform Act of 1995 (“PSLRA”). These forward-

looking statements concern our goals, beliefs, expectations, strategies, objectives, plans, future operating results and

underlying assumptions, and other statements that are not necessarily based on historical facts. Without limitation, you

can identify these statements by the fact that they do not relate strictly to historical or current facts, and these statements

may contain words such as “may,” “will,” “could,” “should,” “might,” “projects,” “expects,” “believes,” “anticipates,”

“intends,” “plans,” “continue,” “estimate,” or “pursue,” or the negative or other variations thereof or comparable terms.

In particular, they include statements relating to, among other things, future actions, strategies, future performance, the

outcome of contingencies such as legal proceedings and future financial results. These forward-looking statements,

which are intended to enjoy the protection of the safe harbor for forward-looking statements provided by the PSLRA as

well as protections afforded by other federal securities laws, involve risks and uncertainties. Actual results may differ

materially from those contemplated (expressed or implied) by such forward-looking statements because of, among other

things, potential risks and uncertainties, such as:

• the effect of political, economic and market conditions and geopolitical events;

• the logistical and other challenges inherent in our operations;

• the actions and initiatives of current and potential competitors;

• the level and volatility of, interest rates and other market indices;

• the ability of Amrize to maintain satisfactory credit ratings;

• the outcome of pending litigation;

• the impact of current, pending and future legislation and regulation;

• factors related to the failure of Amrize to achieve some or all of the expected strategic benefits or opportunities

expected from the separation;

• that Amrize may incur material costs and expenses as a result of the separation;

• that Amrize has no history operating as an independent, publicly traded company;

• Amrize's obligation to indemnify Holcim pursuant to the agreements entered into connection with the separation

and the risk Holcim may not fulfill any obligations to indemnify Amrize under such agreements;

• that under applicable tax law, Amrize may be liable for certain tax liabilities of Holcim following the separation

if Holcim were to fail to pay such taxes;

• the fact that Amrize may receive worse commercial terms from third-parties for services it presently receives

from Holcim;

• the fact that certain of Amrize's executive officers and directors may have actual or potential conflicts of interest

because of their previous positions at Holcim;

• potential difficulties in maintaining relationships with key personnel; and

• that Amrize cannot rely on the earnings, assets or cash flow of Holcim and Holcim will not provide funds to

finance Amrize's working capital or other cash requirements.

These are only some of the factors that may affect the forward-looking statements contained in this Form 10-Q.

We operate in a very competitive and rapidly changing environment. New risks emerge from time to time. For a

discussion identifying other factors that could cause actual results to differ materially from those anticipated in forward-

looking statements, see our filings with the U.S. Securities and Exchange Commission (SEC) including, but not limited

to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in the

Information Statement filed as Exhibit 99.1 of the Company’s Amendment No.1 to the Registration Statement on Form

10 filed on May 7, 2025 (the “Form 10”).

It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the

extent to which any factor or combination of factors may cause actual results to differ materially from those contained in

any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events

and trends discussed in this Quarterly Report on Form 10-Q, and our future levels of activity and performance, may not

occur and actual results could differ materially and adversely from those described or implied in the forward-looking

statements. As a result, you should not regard any of these forward-looking statements as a representation or warranty by

us or any other person or place undue reliance on any such forward-looking statements. Any forward-looking statement

speaks only as of the date on which it is made, and we do not undertake any obligation to publicly update or revise any

forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required

by law.

PART I - FINANCIAL INFORMATION