Amrize Ltd

Condensed Consolidated Statements of Operations (Unaudited)

(In millions, except per share data)

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

Condensed Consolidated Balance Sheets

(In millions, except share data)

Condensed Consolidated Statements of Cash Flows (Unaudited)

Condensed Consolidated Statements of Equity (Unaudited)

Note 1. Organization and basis of presentation

Organization

Amrize Ltd (the “Company”) is a building solutions company focused on the North American market, offering

customers a broad range of advanced building solutions from foundation to rooftop. The Company earns

revenue from the sale of cement, aggregates, ready-mix concrete, asphalt, roofing systems, and other

building solutions.

The Company is organized intotwo reportable segments — Building Materials and Building Envelope — that

are aligned with the products and services it provides and based upon the information used by the Chief

Operating Decision Maker (“CODM”) in evaluating the performance of the business and allocating resources

and capital.

•Building Materials: The Building Materials segment offers a range of branded solutions delivering

high-quality products for a wide range of applications. These include cement and aggregates, as well

as a variety of downstream products and solutions such as ready-mix concrete, asphalt, and other

construction materials.

•Building Envelope: The Building Envelope segment offers advanced roofing and wall systems,

including single-ply membranes, insulation, shingles, sheathing, waterproofing and protective

coatings, along with adhesives, tapes, and sealants that are critical to the application of roofing and

wall systems.

On June 23, 2025 (the “Separation and Distribution Date”), Holcim Ltd (“Holcim”) completed the previously

announced Spin-Off of the Company (the “Spin-Off”) through a distribution of 100% of the Company’s

outstanding shares (the “Distribution”) to holders of record of Holcim’s ordinary shares, on a pro rata basis as

a dividend-in-kind, as of the close of business on June 20, 2025, which resulted in the issuance of

553,082,069 Ordinary Shares. This amount is based on 566,875,513 Holcim shares outstanding at the

Separation and Distribution Date and 13,793,444 shares not distributed to Holcim shareholders that are held

by the Company as treasury stock. In connection with the Distribution, the Company and Holcim

consummated a series of internal reorganization transactions resulting in the Company becoming the holder,

directly or through its subsidiaries, of the business, activities and operations of Holcim and its affiliates in the

United States, Canada, Switzerland, and Jamaica, as well as certain support operations in Colombia. As a

result of the Distribution, the Company became an independent public company. The Company’s common

stock is listed under the symbol “AMRZ” on the New York Stock Exchange and the SIX Swiss Exchange.

Unless the context otherwise requires, references to “we,” “our,” “us,” and the “Company” refer to (i) Amrize

Ltd’s business prior to the Spin-Off as a carve-out business of Holcim and (ii) Amrize Ltd and its subsidiaries

following the Spin-Off.

Basis of presentation

The Company’s condensed consolidated financial statements and footnotes for the periods prior to the

completion of the Spin-Off were prepared on a “carve-out” basis, and were derived from the consolidated

financial statements and historical accounting records of Holcim. The Company’s condensed consolidated

financial statements for the periods beginning on and after June 23, 2025 are based on its financial position,

results of operations, and cash flows as a stand-alone company.

These unaudited condensed consolidated financial statements have been prepared in accordance with

accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to the rules and

regulations of the United States Securities and Exchange Commission (“SEC”) applicable for interim periods.

While theunaudited condensed consolidated financial statements reflect all normal recurring adjustments

that are, in the opinion of management, necessary for fair presentation of the results of the interim period,

they do not include all of the disclosures provided in annual financial statements in accordance with U.S.

GAAP and SEC rules and regulations. These unaudited condensed consolidated financial statements should

be read in conjunction with the Company’s audited consolidated financial statements and accompanying

notes included within the Company’s Form 10-K for the year ended December 31, 2025, filed with the SEC

(“2025 Form 10-K”).

Prior to the Spin-Off, the Company operated as a wholly-owned subsidiary of Holcim and not as a standalone

company. For periods prior to the Spin-Off, the condensed consolidated balance sheet reflects all of the

assets and liabilities of Holcim that are specifically identifiable or directly attributable to the Company,

including Net parent investment as a component of equity. Net parent investment represents Holcim’s

historical investment in the Company and includes accumulated net income attributable to the Company and

the net effect of transactions with Holcim and its subsidiaries. See Note 18 (Related party) for additional

information. All intercompany balances and transactions within the Company have been eliminated in these

unaudited condensed consolidated financial statements.

Prior to the Spin-Off, the Company and Holcim had intercompany activity resulting in revenues and expenses

for both parties. As described in Note 18 (Related party), certain related party transactions between the

Company and Holcim have been included in these unaudited condensed consolidated financial statements.

Pursuant to the Spin-Off, Holcim ceased to be a related party to the Company and accordingly, no related

party transactions or balances have been reported subsequent to the Separation and Distribution Date.

Prior to the Spin-Off, theunaudited condensed consolidated financial statements included expense

allocations for certain corporate, infrastructure and other shared services provided by Holcim on a centralized

basis, including but not limited to accounting and financial reporting, treasury, tax, legal, human resources,

information technology, insurance, employee benefits, and other shared services that are either specifically

identifiable or directly attributable to the Company. These expenses had been allocated to the Company on

the basis of direct usage when specifically identifiable, with the remainder predominantly allocated on a pro

rata basis using revenues. The Company’s management considers this allocation to be a reasonable reflection

of the utilization of services provided or the benefit received by the Company during the periods presented.

However, these expense allocations may not be indicative of the actual expenses that would have been

incurred had the Company been a standalone company during the periods presented, and they may not

reflect what the Company’s results of operations may be in the future. These costs are recorded in Cost of

revenues and Selling, general and administrative expenses. See Note 18 (Related party) for additional

information.

Historically, Holcim used a centralized approach to cash management and financing of operations. Prior to the

Spin-Off, a majority of the Company’s subsidiaries participated in Holcim’s centralized cash management and

financing function. While the Company maintained bank accounts in the name of its respective legal entities in

order to conduct day-to-day business, cash was managed centrally as part of the overall treasury function

and Holcim oversaw a cash pooling program whereby cash was swept from any subsidiary accounts,

including the Company’s accounts, on a daily basis. As such, cash and cash equivalents held by Holcim at the

corporate level were not specifically identifiable or directly attributable to the Company and, therefore, have

not been reflected in these unaudited condensed consolidated financial statements prior to the Spin-Off.

Rather, the Company’s residual cash pooling balances as of the end of each reporting period prior to the Spin-

Off were recorded within Related-party notes receivable. See Note 18 (Related party) for more information.

Further, prior to the Spin-Off, Holcim’s third-party debt and related interest expense was not attributed to the

Company because the Company was not considered the primary obligor of the debt, and the Company was

not a named guarantor or joint and severally liable for any of Holcim’s third-party debt. As part of the Spin-

Off, the Company issued senior unsecured notes and completed a bond exchange as described in Note 10

(Debt) in our 2025 Form 10-K. A portion of the proceeds from the issuance of the senior unsecured notes and

completion of the bond exchange was used to repay the Company’s related-party indebtedness due to

Holcim. Holcim also completed an equity contribution to the Company to settle the remaining related-party

indebtedness due to Holcim as described in Note 18 (Related party). Interest expense, net in theunaudited

condensed consolidated statements of operations reflects interest on borrowing and funding associated with

the related-party note agreements for periods prior to the Spin-Off. Subsequent to the Spin-Off, Interest

expense, net in theunaudited condensed consolidated statements of operations reflects interest expense

primarily related to the newly issued senior unsecured notes, the notes obtained in the bond exchange with

Holcim, the commercial paper program, and interest associated with other long-term debt.

In connection with the Spin-Off, the Company entered or adopted several agreements, including a Separation

and Distribution Agreement, Transition Services Agreement (“TSA”), and Tax Matters Agreement, among

others, that provide a framework for the post-separation relationship between the Company and Holcim.

Under the TSA, the services provided to the Company ended in February of 2026, while certain services that

the Company provides to Holcim are expected to continue through June of 2027. See Note 18 (Related party)

for more information on these agreements.

Additionally, in relation to the Spin-Off, Holcim allocated$5 million of transaction costs to the Company for

thethree months ended March 31, 2025. These allocated transaction costs correspond to the costs incurred

by Holcim that are directly attributable to the Company, such as rebranding costs, employee-related costs

(i.e. recruitment and relocation expenses), and costs to establish certain standalone functions. These costs

are recorded in Selling, general and administrative expenses, and are deemed to be settled in the period in

which the costs are included in Net parent investment on the condensed consolidated balance sheet for

periods prior to the Spin-Off. The Company also directly recorded certain non-recurring transaction costs

related to the Spin-Off. See Note 14 (Segment information) for detail on total non-recurring Spin-Off and

separation-related costs.

Use of estimates

These unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP,

which requires management to make assumptions and estimates about future events and apply judgments

that affect the amounts of assets, liabilities, revenues and expenses reported on these unaudited condensed

consolidated financial statements and accompanying notes. The Company has continued to follow the

accounting policies set forth in theaudited consolidated financial statements and accompanying notes

included within the Company’s 2025 Form 10-K filed with the SEC. Management’s assumptions, estimates,

and judgments are based on historical experience, current trends, and other factors that management

believes to be reasonable under the circumstances.

On a regular basis, management reviews the accounting policies, assumptions, estimates, and judgments to

ensure that these unaudited condensed consolidated financial statements are presented fairly and in

accordance with U.S. GAAP, and the Company revises its estimates, as appropriate, when events or changes

in circumstances indicate that revisions may be necessary. These unaudited condensed consolidated

financial statements reflect, in the opinion of management, all material adjustments (which include only

normal recurring adjustments) necessary to fairly state, in all material respects, the results of operations,

financial position, and cash flows of the Company for the periods presented.

Estimates and assumptions have been based on the available information and regulations in place as of

March 31, 2026. Although these assumptions and estimates are based on management’s knowledge of, and

experience with, past and current events, actual results could differ materially from these assumptions and

estimates.

Fair value measurements

The carrying values of the Company’s Cash and cash equivalents and Short-term borrowings approximate

their fair values because of the short-term nature of these instruments. See Note 10 (Debt) for disclosures on

the fair value of Long-term debt.

Note 2. New accounting standards

Recently issued accounting pronouncements not yet adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income -

Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.

Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03.

The standard is intended to require more detailed disclosures about specified categories of expenses

(including employee compensation, depreciation and amortization) included in certain expense captions

presented on the face of the statements of operations. ASU 2024-03, as clarified by ASU 2025-01, is

effective for fiscal years beginning after December 15, 2026, and for interim periods within annual reporting

periods beginning after December 15, 2027. Early adoption is permitted. The amendments should be applied

either prospectively to financial statements issued for reporting periods after the effective date of ASU

2024-03 or retrospectively to any or all prior periods presented in the financial statements. The Company is

currently evaluating the new standard to determine the impact ASU 2024-03 may have on its financial

statements and related disclosures, and expects to make additional disclosures upon adoption.

Note 3. Revenues

The Company primarily earns revenue from the sale of Building Materials products and Building Envelope

products. Revenue is disaggregated by product line, which the Company believes best depicts how the

nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

The following table disaggregates revenues by product line for each of the Company’s reportable segments:

Contract assets include estimated earnings in excess of billings on uncompleted construction contracts. The

current portion of contract assets were$24 million,$25 million,$26 million, and$30 million, as of March 31,

2026, December 31, 2025, March 31, 2025, and December 31, 2024, respectively, and are included within

Prepaid expenses and other current assets on thecondensed consolidated balance sheets. The noncurrent

portion of contract assets were$10 million,$13 million,$16 million, and$15 million as of March 31, 2026,

December 31, 2025, March 31, 2025, and December 31, 2024, respectively, and are included within Other

noncurrent assets on thecondensed consolidated balance sheets.

Contract liabilities

Contract liabilities relate to payments received in advance of performance under a contract, primarily related

to extended service warranties in the Building Envelope segment. Contract liabilities are recognized as

revenue as (or when) the Company performs under the contract. Contract liabilities were$419 million,$445

million,$395 million, and$408 million, as of March 31, 2026, December 31, 2025, March 31, 2025, and

December 31, 2024, respectively. The Company’s remaining performance obligations represent the

transaction price allocated to performance obligations that are unsatisfied or partially satisfied, consisting of

deferred revenue. The Company expects to recognize$53 million of the deferred revenue during the next

twelve months, and the remaining$366 million thereafter.

Note 4. Acquisitions

Amrize strategically acquires companies in order to increase its footprint and offer products that diversify its

existing offerings. Acquisitions of businesses are accounted for as business combinations using the

acquisition method in accordance with ASC Topic 805, Business Combinations. The results of acquired

businesses have been included in these unaudited condensed consolidated financial statements beginning on

the acquisition date.

The Company completed the acquisition of PB Materials, a provider of aggregates and ready-mix solutions in

the West Texas Region, in thethree months ended March 31, 2026 for total cash considerationof$425

million.

The operating results of the acquisition is reported in the Building Materials segment. Pro forma financial

information reflecting the effects of the acquisition for thethree months ended March 31, 2026 are not

presented, as the business combination is not material to the Company’s results of operations.

The total consideration and the preliminary fair values of identifiable assets acquired and liabilities assumed is

Goodwill arising from the acquisition represents the excess of the consideration paid over the fair value of net

assets acquired. Goodwill, which is not deductible for tax purposes, was assigned to the Building Materials

segment.

Note 5. Accounts receivable, net

The changes in the allowance for credit losses were as follows:

Note 6. Inventories, net

Note 7. Property, plant and equipment, net

Depreciation and depletion expense was$198 million and$181 million for the three months ended March 31,

2026 and 2025, respectively. Depreciation expense is recorded within Cost of revenues and Selling, general

and administrative expenses on theunaudited condensed consolidated statements of operations and

depletion expense is recorded within Cost of revenues on theunaudited condensed consolidated statements

of operations.

The Company recorded gains on disposals of long-lived assets of$5 million and$1 million for the three

months ended March 31, 2026 and 2025, respectively.

Note 8. Goodwill and intangible assets, net

Goodwill

The changes in the carrying amount of goodwill by segment were as follows:

No goodwill impairment triggering events were identified during thethree months ended March 31, 2026.

Intangible assets, net

Amortization of long-lived intangible assets was$35 million and$34 million for the three months ended

March 31, 2026 and 2025, respectively, and is included within Cost of revenues and Selling, general and

administrative expenses on theunaudited condensed consolidated statements of operations. The Company

doesnot have any indefinite-lived intangible assets other than goodwill.

Note 9. Additional financial information

Other current liabilities consisted of the following:

(1)Other current liabilities primarily consist of other general liabilities, litigation reserves and environmental liabilities.

Other noncurrent liabilities consisted of the following:

(1)Other noncurrent liabilities primarily consist of litigation reserves, end of lease costs, and employee-related liabilities other than

pensions.

Note 10. Debt

Debt is reported on thecondensed consolidated balance sheets at par value adjusted for unamortized

discount or premium and unamortized issuance costs. The fair value of the Company’s long-term debt was

$5,011 million as of March 31, 2026 (comprised of$4,950 million in unsecured notes and$61 million in other

long-term debt), compared to$5,047 million as of December 31, 2025 ($4,989 million in unsecured notes and

$58 million in other long-term debt). The fair value of the unsecured notes is based on listed market prices

and was categorized as Level 1 in the fair value hierarchy.

The fair value of the Company’s long-term debt was as follows:

The Company recognized interest expense related to third-party debt of$72 million and$11 million for the

three months ended March 31, 2026 and 2025, respectively. Debt issuance costs amortized to Interest

expense, net on theunaudited condensed consolidated statements of operations were immaterialfor the

three months ended March 31, 2026 and 2025. See Note 18 (Related party) for interest expense related to

borrowings and funding associated with the related-party note agreements for periods prior to the Spin-Off.

Bank credit

The Company has a commercial paper program for the issuance of short-term promissory notes with a

maximum aggregate principal amount of$2 billion outstanding at any time (“Commercial Paper Program”).

The Commercial Paper Program provides for private placements in the United States under Section 4(a)(2) of

the Securities Act. The short-term promissory notes issued under the Commercial Paper Program will be

unsecured notes ranking at least pari passu with all of our other senior unsecured indebtedness. These short-

term promissory notes are anticipated to be offered at par less a discount representing an interest factor or, if

interest bearing, at par. During thethree months ended March 31, 2026, the Company utilized the Commercial

Paper Program. As of March 31, 2026, the amount outstanding was$777 million. The weighted average

interest rate for borrowings under the Commercial Paper Program was 4.22% for thethree months ended

March 31, 2026. There wereno borrowings outstanding under the Commercial Paper Program as of

December 31, 2025.

The Company has a 5-year committed, senior unsecured revolving credit facility that may be used for general

corporate purposes (the “Revolving Credit Facility”) with commitments of$2 billion. There were no

outstanding balances under the Revolving Credit Facilityas of March 31, 2026 and December 31, 2025.

Covenants

Certain debt instruments contain restrictive covenants, including a financial covenant that requires the

Company to maintain a Consolidated Net Leverage Ratio (as defined in the Credit Agreement), which

measures consolidated net debt as of such date relative to consolidated earnings before interest, taxes,

depreciation and amortization for the four consecutive fiscal quarters then ended, of no more than 3.75 to 1,

tested at the end of each fiscal quarter. As of March 31, 2026, the Company was in compliance with the

financial covenants of its debt agreements.

Note 11. Leases

The Company has significant operating and finance leases, including buildings and installations, land,

machinery and equipment, furniture and fixtures, land fleet equipment, marine fleet equipment, and rail fleet

equipment located primarily in the United States and Canada.

Balance sheet information related to leases was as follows:

Finance lease right-of-use assets, net are included as a component of Property, plant and equipment, net on

thecondensed consolidated balance sheets. The current portion of finance lease liabilities are included within

Other current liabilities, and the noncurrent portion of finance lease liabilities are included within Other

noncurrent liabilities on thecondensed consolidated balance sheets.

The following table summarizes the components of lease expense recorded in theunaudited condensed

consolidated statements of operations:

Note 12. Asset retirement obligations

Asset retirement obligation (“ARO”) costs related to accretion of the Company’s liabilities and depreciation of

the related assets were as follows:

The following summarizes the current and noncurrent portions of the Company’s liability for asset retirement

obligations, as presented in Other current liabilities and Other noncurrent liabilities, respectively, on the

condensed consolidated balance sheets:

The changes in the Company’s asset retirement obligations were as follows:

Note 13. Income taxes

The Company’s interim provision for income tax is determined based on our estimated annual effective tax

rate, adjusted for tax attributable to infrequent or unusual items, which are recognized in the period in which

they occur. The provision for income taxes and the effective tax rates for the periods presented were as

follows:

The 2026 effective income tax rate was primarily impacted by a discrete adjustment related to miscellaneous

expenses that were not material to the quarter. The 2025 effective income tax rate was primarily impacted by

the Organization for Economic Co-operation and Development Pillar Two (‘‘OECD Pillar Two’’) regulatory

guidance released in January 2025, which resulted in a reduction in the OECD Pillar Two tax.

Note 14. Segment information

The Company is organized intotwo reportable segments — Building Materials and Building Envelope — that

are aligned with the products and services it provides and based upon the information used by the CODM in

evaluating the performance of the business and allocating resources and capital. The Building Materials

segment offers a range of branded solutions delivering high-quality products for a wide range of applications.

These include cement and aggregates, as well as a variety of downstream products and solutions such as

ready-mix concrete, asphalt, and other construction materials. The Building Envelope segment offers

advanced roofing and wall systems, including single-ply membranes, insulation, shingles, sheathing,

waterproofing and protective coatings, along with adhesives, tapes, and sealants that are critical to the

application of roofing and wall systems.

The Company determines its operating segments based on the discrete financial information that is regularly

evaluated by its CODM in deciding how to allocate resources and in assessing performance. The CODM was

determined to be the Company’s CEO as he is responsible for allocating resources and assessing

performance. The discrete financial information regularly evaluated by the CODM and operating segment

conclusions are consistent prior to and following the completion of the Spin-Off. For both segments, the

CODM uses Segment Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) in

the financial planning and resource allocation process. The CODM considers Segment Adjusted EBITDA on a

monthly basis to evaluate the performance of each segment and make decisions about allocating resources

to each segment. Segment Adjusted EBITDA excludes the impact of Depreciation, depletion, accretion and

amortization, Loss on impairments, unallocated corporate costs, acquisition and integration-related costs,

certain litigation-related costs, Spin-Off and separation-related costs, restructuring and other costs, Interest

expense, net, and Other non-operating income, net. The accounting policies applicable to each segment are

consistent with those used on these unaudited condensed consolidated financial statements.

The key performance indicators for the Company’s reportable segments are presented in the following table.

Certain totals presented below may not agree with the line items on theunaudited condensed consolidated

statements of operations primarily due to(i)depreciation, depletion, accretion and amortization and (ii)

unallocated corporate costs.

(1)Other segment expenses consist of selling, general and administrative expenses, and gains on disposals of long-lived assets.

(1)Acquisition and integration-related costs are those incurred for business combinations, including advisory, legal, valuation, and other

professional fees. Certain warranty charges related to a pre-acquisition manufacturing issue are also included.

(2)Litigation-related costs include certain litigation settlements, environmental remediation, and legal-related consulting and professional

fees that are not representative of expenses arising in the ordinary course of business.

(3)Restructuring and other costs include charges associated with non-core sites.

(4)Spin-Off and separation-related costs notably include rebranding costs.

(5)Other non-operating income, net primarily consists of costs related to gains on proceeds from property and casualty insurance.

The Company’s capital expenditures by segment were as follows:

(1)Capital expendituresfor the three months ended March 31, 2026 and 2025 exclude noncash transactions for capital expenditure-

related accounts payable.

The Company’s assets by segment were as follows:

(1)Segment assets are comprised of Accounts receivable, net, Inventories, net, Property, plant and equipment, net, Goodwill, Intangible

assets, net, and Operating lease right-of-use assets, net.

(2)Other assets are mainly comprised of Cash and cash equivalents, Other current and noncurrent assets, and corporate assets.

Note 15. Pension and other postretirement benefits

Defined benefit pension plans

The Company sponsors various defined benefit pension plans for employees, which are largely closed to new

entrants and frozen to future accruals, as described in Note 15 (Pension and other postretirement benefits) in

our 2025 Form 10-K. Defined benefit pension plans had net periodic pension costs of$2 million for the three

months ended March 31, 2026 and 2025. Other postretirement benefit plans had net periodic postretirement

benefit costs of $1 million for the three months ended March 31, 2026 and 2025.

Defined contribution plans

The Company sponsors various defined contribution plans for U.S. and Canadian employees. Expense

recognized with the defined contribution plans totaled$29 million and$27 million for the three months ended

March 31, 2026 and 2025, respectively, and is included within Cost of revenues and Selling, general and

administrative expenses on theunaudited condensed consolidated statements of operations.

Union-sponsored multiemployer pension plans

The Company participates in and contributes to various union-sponsored multiemployer pension plans for

U.S. and Canadian employees. The risks of participating in multiemployer pension plans differ from single

employer plans as follows:

•Assets contributed to a multiemployer pension plan by one employer may be used to provide

benefits to employees of other participating employers;

•If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be

borne by the remaining participating employers; and

•If the Company chooses to stop participating in one or more of the multiemployer pension plans to

which it contributes, the Company may be required to pay those plans an amount based on the

underfunded status of the plan, referred to as a withdrawal liability.

Total contributions to union-sponsored multiemployer pension plans were$6 million for the three months

ended March 31, 2026 and 2025.

Note 16. Accumulated other comprehensive loss

The changes in the balances for each component of Accumulated other comprehensive loss, net of tax, were

The following amounts were reclassified from Accumulated other comprehensive loss to Net loss:

The Company releases tax effects from Accumulated other comprehensive loss when the underlying items

affect earnings.

Note 17. Commitments and contingencies

Commitments

In the ordinary course of business, the Company enters into purchase commitments for goods and services

including various products and capital expenditures for property, plant and equipment. As of March 31, 2026,

the Company had purchase commitments for capital expenditures of$221 million and other contractual

commitments for products and intangibles of$609 million, compared to$207 million and$601 million,

respectively, as of December 31, 2025.

Contingencies

In the ordinary course of conducting its business activities, the Company is involved in judicial, administrative,

and regulatory investigations and proceedings, as well as lawsuits and claims of various natures, involving

both private parties and governmental authorities, relating to product liability, workers’ compensation,

automotive liability, general and commercial liability, competition, environmental, employment, health and

safety, and other matters. These claims and proceedings include insured, self-insured, and uninsured matters

that are brought on an individual, collective, representative, and class-action basis.

The Company records a liability for contingencies when the occurrence of a loss is probable and the amount

can be reasonably estimated, and records legal fees as incurred. If a range of amounts can be reasonably

estimated and no amount within the range is a better estimate than any other amount, then the minimum of

the range is accrued. The Company does not accrue liabilities when the likelihood that the liability has been

incurred is probable but the amount cannot be reasonably estimated or when the liability is believed to be

only reasonably possible or remote. For contingencies where an unfavorable outcome is probable or

reasonably possible and which are material, the Company discloses the nature of the contingency and, where

an estimate can reasonably be made, an estimate of the possible loss. Accruals are based on the best

information available, but in certain situations, management is unable to estimate an amount or range of a

reasonably possible loss, including, but not limited to, when: (i) the damages are indeterminate, (ii) the

proceedings are in the early stages, (iii) numerous parties are involved, or (iv) the matter involves novel or

unsettled legal theories.

The aggregate range of reasonably possible losses in excess of accrued liabilities, if any, associated with

these unresolved legal actions is not material. In some cases, the Company cannot reasonably estimate a

range of loss because there is insufficient information regarding the matter. Although it is not possible to

predict with certainty the outcome of these unresolved legal actions, the Company believes that these

actions will not individually or in the aggregate have a material adverse effect on our consolidated results of

operations, financial position, or liquidity.

Warranties

The Company provides standard warranties on many of its products within the Building Envelope segment.

The liability for standard warranty programs is included in Other current liabilities and Other noncurrent

liabilities. The change in the standard warranty liability for the three months ended March 31, 2026 and 2025

is as follows:

The increase for warranties relates to provisions for new product sales and adjustments to the warranty

accrual for updated estimates of the costs necessary to settle specific product liability claims. The

adjustments primarily relate to a pre-acquisition manufacturing issue.

Environmental matters

The Company’s operations are subject to and affected by federal, state, provincial, and local laws and

regulations relating to, among other things, environmental matters (including climate change and greenhouse

gas emissions), health and safety matters (including related to the use of hazardous materials), and other

regulatory matters. Environmental operating permits, which are subject to modification, renewal, and

revocation, may be required for the Company’s operations. The Company monitors and reviews its

operations, procedures, and policies for compliance with these laws and regulations. Despite these

compliance efforts, risk of environmental liability is inherent in the operation of the Company’s business, as it

is with other companies engaged in similar businesses, and there can be no assurance that environmental

liabilities or noncompliance will not have a material adverse effect on the Company’s financial condition,

results of operations, or liquidity.

The Company accrued environmental remediation obligations of$67 million and$69 million for cleanup,

restoration and ongoing maintenance and monitoring requirementsas of March 31, 2026 and December 31,

2025, respectively, which are included in Other current liabilities and Other noncurrent liabilities on the

condensed consolidated balance sheets.

Off balance sheet arrangements

Periodically, the Company enters into off balance sheet commitments, including surety bonds and letters of

credit, to fulfill certain obligations related to specific projects, insurance, and site restoration. As of March 31,

2026 and December 31, 2025, the Company had outstanding commitments amounting to$747 million and

$751 million, respectively. Historically, no material claims have been made against these financial instruments.

The Company did not have any other off balance sheet arrangementsas of March 31, 2026 and December

31, 2025.

Self-insurance reserves

The Company’s wholly-owned captive insurance company, Mountain Prairie Insurance Company (“MPIC”),

which is subject to applicable insurance rules and regulations, is the primary insurer for the Company’s

exposure related to workers’ compensation, general liability, property, product liability, and automobile

liability. Additionally, the Company maintains a self-insurance reserve for health insurance programs offered

to eligible employees. The Company purchases excess coverage from unrelated insurance carriers and

obtains third-party coverage for other forms of insurance.

MPIC establishes a reserve for estimated losses on reported claims and those incurred but not yet reported

utilizing actuarial projections and historical trends. The reserves are classified within Other current liabilities

or Other noncurrent liabilities on thecondensed consolidated balance sheets based on projections of when

the estimated loss will be paid. The estimates that are utilized to record potential losses on claims are

inherently subjective, and actual claims could differ from amounts recorded, which could result in an increase

or decrease of expense in future periods.

Self-insurance reserves were $134 million and$132 million as of March 31, 2026 and December 31, 2025,

respectively.

Note 18. Related party

Pursuant to the Spin-Off, Holcim ceased to be a related party to the Company and accordingly, no related

party transactions or balances have been reported subsequent to the Separation and Distribution Date. In

connection with the Spin-Off, the Company entered into a number of agreements with Holcim to govern the

Spin-Off and provide a framework for the relationship between the parties going forward, including, but not

limited to the following:

•Separation and Distribution Agreement - sets forth the principal actions to be taken in connection

with the Spin-Off, including the transfer of assets and assumption of liabilities, and establishes

certain rights and obligations between the Company and Holcim following the Spin-Off, including

procedures with respect to claims subject to indemnification and related matters.

•Transition Services Agreement- governs all matters relating to the provision of services between the

Company and Holcim on a transitional basis. The services the Company receives primarily include

support for information technology-related functions. The transition services generally commenced

on the date of Spin-Off and are expected to be completed over a period ofone year, but no longer

thantwo years after the Spin-Off.

•Tax Matters Agreement - governs the respective rights, responsibilities, and obligations between the

Company and Holcim with respect to all tax matters, in addition to certain restrictions which generally

prohibit the Company from taking or failing to take any action for periods of varying length, fromtwo

years to as long asfive years, following the Spin-Off that would prevent the Spin-Off from qualifying

as tax-free for U.S. federal income tax purposes, including limitations on the Company’s ability to

pursue certain strategic transactions. The allocation of liabilities for payroll taxes and reporting and

other employee tax matters is covered by the Employee Matters Agreement and the allocation of

liabilities for all other taxes is covered by the Tax Matters Agreement.

The financial statement impact of these agreements was immaterialfor the three months ended March 31,

2026. Under the TSA, the services provided to the Company ended in February 2026, while certain services

that the Company provides to Holcim are expected to continue through June 2027.

The following discussion summarizes activity between the Company and Holcim that occurred prior to the

completion of the Spin-Off.

Related-party transactions

The Company and Holcim historically had intercompany activity, resulting in revenues and expenses for both

parties prior to the Spin-Off. Transactions between the Company and other businesses of Holcim were

considered related-party transactions. Revenues for products and services provided to Holcim by the

Company were$25 million for thethree months ended March 31, 2025. The costs incurred by the Company

related to products and services purchased from Holcim were$31 million for thethree months ended March

31, 2025 and are contained within Cost of revenues on theunaudited condensed consolidated statements of

operations.

Certain related-party transactions between the Company and Holcim have been included in these unaudited

condensed consolidated financial statements prior to the Spin-Off. Trade receivables and payables, as well as

non-trade receivables and payables, between the Company and Holcim are cash settled and are presented

within Accounts receivable, net and Accounts payable on theunaudited condensed consolidated balance

sheets. These amounts were previously presented as Due from related-party and Due to related-party,

respectively. The net effect of the settlement of these intercompany transactions is reflected within Cash

flows from operating activities on theunaudited condensed consolidated statements of cash flows.

The Company also generated revenues from its equity method investees of$2 million for the three months

ended March 31, 2026 and 2025, respectively.

Allocation of corporate expenses

Theunaudited condensed consolidated statements of operations include expense allocations for certain

corporate, infrastructure, and other shared services that were provided by Holcim on a centralized basis,

including but not limited to accounting and financial reporting, treasury, tax, legal, human resources,

information technology, insurance, employee benefits, and other shared services that are either specifically

identifiable or directly attributable to the Company, prior to the Spin-Off. These expenses had been allocated

to the Company on the basis of direct usage when specifically identifiable, with the remainder predominantly

allocated on a pro rata basis using revenues. The Company’s management considers this allocation to be a

reasonable reflection of the utilization of services provided or the benefit received by the Company during the

periods presented prior to the Spin-Off. However, these expense allocations may not be indicative of the

actual expenses that would have been incurred had the Company been a standalone company during the

periods presented, and they may not reflect what the Company’s results of operations may be in the future.

All such amounts have been deemed to have been incurred and settled by the Company in the period in

which the costs were recorded and are included within Net parent investment on thecondensed consolidated

balance sheets prior to the Spin-Off.

Allocations for management costs and corporate support services provided to the Company prior to the Spin-

Off were$27 million for thethree months ended March 31, 2025, including$8 million in Cost of revenues and

$19 million in Selling, general and administrative expenses.

Cash management and financing

Prior to the Spin-Off, a majority of the Company’s subsidiaries participated in Holcim’s centralized cash

pooling program. Depending on the Company’s contributions and withdrawals to and from the cash pool, it

was either in a net lending or borrowing position. Amrize’s position in the Holcim cash pooling program was

settled prior to the Spin-Off. For thethree months ended March 31, 2025, the Company paid interest expense

of less than$1 million, on borrowings from Holcim’s centralized cash management and financing function. For

thethree months ended March 31, 2025, the Company received interest income of$5 million on amounts

contributed to the cash pooling program.

Related-party notes payable

The Company had short-term and long-term borrowing arrangements with Holcim prior to the Spin-Off. The

borrowing arrangements with Holcim were primarily for working capital needs and for financing certain

acquisitions and had an aggregate principal balance of$7,645 million as of June 22, 2025. Prior to the Spin-

Off, the Company settled$5,646 million of related-party notes payable, with the remaining$1,999 million

contributed by Holcim to the Company as equity. The Company recognized interest expense from related-

party notes payable of$108 million for the three months ended March 31, 2025.

Net parent investment

As a result of the Spin-Off, Net parent investment in thecondensed consolidated balance sheets was fully

settled on the Separation and Distribution Date. Prior to the Spin-Off, Net parent investment in theunaudited

condensed consolidated statements of equity represented Holcim’s historical investment in the Company, the

net effect of transactions with Holcim and allocations from Holcim, and the Company’s accumulated earnings.

Net transfers to Holcim are included within Net parent investment. The components of Net transfers to

Holcim on theunaudited condensed consolidated statements of cash flows and the reconciliation to the

corresponding amounts presented within theunaudited condensed consolidated statements of equity, which

includes certain non-cash elements, were as followsfor the three months ended March 31, 2025:

•Net transfers to Holcim of$89 million for general financing activities and allocation of corporate

expenses, and

•Other non-cash activities to Holcim of$5 million.

Note 19. Supplemental cash flow information

Non-cash investing and financing transactions were as follows:

Note 20. Loss per share and shareholders’ equity

Basic loss per share is computed by dividing net loss attributable to the Company by the weighted-average

number of shares outstanding during the applicable period. Diluted loss per share is the same as basic loss

per share, as the effect of all dilutive securities would be antidilutive. Thethree months ended March 31,

2026 excludes 4.2 million of potentially dilutive share-based awardsas their effect would have been anti-

dilutive.

The calculation for basic and diluted earnings per share for any period presented prior to the Spin-Off were

based on the number of shares outstanding on the Separation and Distribution Date and have been

retrospectively presented. For periods prior to the Spin-Off, there are no dilutive equity instruments as there

were no Company share-based awards outstanding at the time.

The calculation of basic and diluted loss per sharefor the three months ended March 31, 2026 and 2025 was

Share repurchase program

On April 21, 2026, the Board of Directors approved a share repurchase authorization of$1.0 billion, with a 12-

month expiration. The Company implemented the share repurchase program after the annual general meeting

on April 21, 2026. Share repurchases will be made either in the open market or through privately negotiated

transactions. Our share repurchase program will be executed in compliance with Swiss law. See Note 23 in

our 2025 Form 10-K for more information.

Note 21. Share-based compensation

During the first quarter of 2026, the Company granted Performance Stock Units (“PSUs”) representing

604,356 ordinary shares of the Company at target performance levels. These PSUs cliff vest in March 2029.

The number of ordinary shares of PSUs to be received upon vesting will be determined based on the relative

achievement of performance metrics. PSUs are based on internal financial performance metrics or total

shareholder return relative to a peer group.

Note 22. Subsequent events

The Company has evaluated subsequent events occurring through to the date theunaudited condensed

consolidated financial statements were issued. Based upon this review, the Company did not identify any

subsequent events that would have required adjustment or disclosure in theunaudited condensed

consolidated financial statements except as disclosed below.

Special one-time dividend and ordinary annual dividend

On April 21, 2026, at the Company's 2026 annual general meeting of shareholders, the shareholders approved

the following payments out of the legal reserves from capital contributions: (i) a one-time cash dividend in the

form of a special distribution of$0.44 per outstanding share (the “Special Dividend”), and (ii) an ordinary

annual cash dividend in the form of a regular distribution of up to$0.44 per outstanding share (“Ordinary

Dividend”) to be paid in up tofour (4) installments at the discretion of the Company’s Board of Directors (the

“Board”).

The Special Dividend was paid on May 4, 2026, with an ex-dividend date of April 24, 2026. The Board

determined the first installment of the Ordinary Dividend to be$0.11 per outstanding share, payable on

May 20, 2026, with an ex-dividend date of May 12, 2026.

See Note 23 in our 2025 Form 10-K for more information.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of