Amrize Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended June 30, 2026

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 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 July 31, 2026, the number of outstanding Ordinary Shares was 546,925,644, net of Treasury Shares.

Certain Terms

Unless the context requires otherwise, the “Company”, “Amrize”, “we”, “us”, or “our” refers to Amrize Ltd on a

consolidated basis. References to the Company’s “Ordinary Shares”, “Common Shares”, “Common Stock” or

“Company Shares” refer to our Ordinary Shares.

Cautionary Note Regarding Forward-Looking Statements

Investors are cautioned that all statements in this Quarterly Report on Form 10-Q (the “Quarterly Report”) that relate to the future

involve risks and uncertainties, and are based on assumptions that we believe in good faith are reasonable but which may be

materially different from actual results. These statements, which are forward-looking statements within the meaning of Section

21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and 27A of the Securities Act of 1933, as amended

(the “Securities Act”), and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act, provide

the investor with the Company’s expectations or forecasts of future events. 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 similar expressions,

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, future revenues, income and cash flows, the outcome of contingencies such

as legal proceedings, and regulatory compliance. 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 level of demand in the construction industry;

•the cyclicality of the industries and businesses in which our customers operate;

•changes in the cost and/or availability of raw materials required to run our business;

•energy and fuel costs;

•adverse weather conditions and natural disasters;

•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 realize the expected synergies for our acquisitions;

•the ability of Amrize to achieve margin expansion goals;

•the ability of Amrize to maintain satisfactory credit ratings;

•the outcome of pending litigation or future 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 from Holcim Ltd (“Holcim”);

•material costs and expenses as a result of the separation from Holcim;

•our limited history operating as an independent, publicly traded company;

•our 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 used to receive from Holcim

prior to the separation;

•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; and

•potential difficulties in maintaining relationships with key personnel.

These are only some of the factors that may affect the forward-looking statements contained in this Quarterly Report. We operate

in a very competitive and rapidly changing environment. New risks emerge from time to time. Other risks and uncertainties include

those described elsewhere in this Quarterly Report, including Item 2, “Management’s Discussion and Analysis of Financial

Condition and Results of Operations” and Item 3, “Quantitative and Qualitative Disclosures About Market Risk” of Part I, and Item 1,

“Legal Proceedings” and Item 1A, “Risk Factors” of Part II; in the Company’s Annual Report on Form 10-K for the year ended

December 31, 2025, including Item 1A, “Risk Factors,” Item 7, “Management’s Discussion and Analysis of Financial Condition and

Results of Operations,” and Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,”and the Company’s other filings

and submissions within the Securities and Exchange Commission.

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 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 forecast, or as a representation or warranty or guarantee of future performance 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 or assume 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. You are advised

to review any further disclosures we make on related subjects in our filings with the SEC and in our other public statements.

PART I - FINANCIAL INFORMATION