Amrize Ltd
For the period ended Mar 31, 2026. Filed May 7, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 7, 2026
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act) are designed to ensure that information required to be disclosed by the Company in reports
that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the
time periods specified in SEC rules and forms and (ii) accumulated and communicated to the Company’s
management, including its principal executive officer and principal financial officer, as appropriate to allow
timely decisions regarding required disclosure.
In connection with the preparation of this Quarterly Report, an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures as of March 31, 2026 was carried out under the
supervision and with the participation of the Company’s management, including the Chief Executive Officer
and Chief Financial Officer (“the Certifying Officers”). Based on this evaluation, the Certifying Officers
concluded that the Company’s disclosure controls and procedures were not effective as of March 31, 2026
because of our previously reported material weakness in our internal control over financial reporting, as
described in the Risk Factors section of the Company’s Annual Report on Form 10-K for the year ended
December 31, 2025.
Notwithstanding the identified material weakness, management has concluded thatthe condensed
consolidated financial statements included in this Quarterly Report on Form 10-Q present fairly, in all material
respects, our financial position, results of operations and cash flows for the periods disclosed in conformity
Material Weakness
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim
financial statements will not be prevented or detected on a timely basis.
As previously disclosed, management identified a material weakness in the design and operation of our
internal control over financial reporting related to insufficient accounting and supervisory personnel who have
the appropriate level of U.S. GAAP technical accounting experience and training.
Ongoing Remediation Efforts to Address the Previously Identified Material Weakness
Management, under the oversight of the Audit Committee, is in the process of implementing measures
designed to remediate the factors contributing to the material weakness, including:
Continuing to recruit, onboard and train qualified personnel with U.S. GAAP and SEC experience to
support enhanced control ownership and timely, consistent execution of internal control over
financial reporting;
Establishing and advancing Finance Policy and Disclosure Committees comprised of appropriately
qualified personnel;
Utilizing outside resources with specialized accounting expertise to supplement internal resources as
needed.
While we have taken steps to implement our remediation plan, the material weakness will not be considered
remediated until the enhanced controls operate for a sufficient period of time and management has
concluded, through testing, that the related controls are effective. We will continue to monitor the
effectiveness of our remediation plan and refine the plan as appropriate.
Changes in Internal Controls over Financial Reporting
The Company implemented a new system for financial consolidation and reporting. The Company began
using this system for the fiscal year beginning on January 1, 2026. Additionally, we continued our remediation
efforts in connection with the material weakness described above.
PART II - OTHER INFORMATION
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.