DEF 14A of Amrize Ltd, Mar 12, 2026

DEF 14A of Amrize Ltd

Filed Mar 12, 2026 · FY20250001140361-26-009219

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  1. Jan Jenisch, age 59, Director since 2025

    Jan Jenisch, age 59, Director since 2025 Mr. Jenisch serves as our Chairman of the Board of Directors and Chief Executive Officer. Previously, Mr. Jenisch served as Chairman of the Holcim Board of Directors from 2023 to 2025, where he was tasked with leading the planned U.S. listing of Holcim’s North American business. Mr. Jenisch also served as Chief Executive Officer of Holcim from 2017 to April 2024, where he transformed Holcim into a leader in advanced building solutions and helped Holcim reach new levels of financial performance. Before joining Holcim, Mr. Jenisch served as Chief Executive Officer of Sika AG from 2012 to 2017. Under his leadership, Sika AG set new performance standards for sales and profitability, becoming a member of the Swiss Market Index (“SMI”), which is made up of the 20 largest and most liquid stocks listed on SIX. Mr. Jenisch studied in the United States and Switzerland, obtaining his MBA from the University of Fribourg in 1993. In 2021, he received a Dr. h.c. for his accomplishments as Chief Executive Officer of two SMI companies. Mr. Jenisch’s qualifications include his two-time experience as a public company chief executive officer for global companies with significant operations and customer bases in North America, his deep experience leading organic and inorganic growth at the enterprise level and his understanding of the Amrize Business, including the Company’s customers, markets and external stakeholders.

  2. Nick Gangestad, age 61, Director since 2025

    Nick Gangestad, age 61, Director since 2025 Mr. Gangestad most recently served as Chief Financial Officer of Rockwell Automation, Inc. (“Rockwell”) from 2021 until his retirement in 2024, overseeing all financial management aspects of Rockwell. Prior to that, Mr. Gangestad served as Chief Financial Officer of 3M Company (“3M”) from 2014 to 2020, where he was responsible for modifying 3M’s capital structure and capital allocation, managing over $15 billion of mergers and acquisitions as part of the portfolio transformation, improving the finance organization structure and processes and leading a team of 2,000 finance employees. Before he served as Chief Financial Officer of 3M, Mr. Gangestad served as Controller and Chief Accounting Officer from 2011 to 2014, where he led management contact for the Audit Committee, reengineered mergers and acquisitions integration and divestiture processes and established several international shared service centers that resulted in $200 million in annual cost savings. Earlier in his 35-year tenure at 3M, from 1987 to 2010, Mr. Gangestad provided financial leadership for various sectors, including the industrial, consumer and health care sectors. Since 2023, Mr. Gangestad has served as a member of the board of directors of Nucor Corporation, where he serves on the Audit Committee, Compensation Committee, and Nominating and Governance Committee. In 2024, Mr. Gangestad joined the board of directors of Genpact Limited, where he serves on the Audit Committee. Mr. Gangestad holds an MBA from the University of Minnesota in Minneapolis, Minnesota and a Bachelor of Arts degree in Accounting and Finance from Augsburg University in Minneapolis, Minnesota. Mr. Gangestad’s qualifications include his service as a chief financial officer and as a board director for multiple publicly-listed industrial companies, with expertise managing significant portfolio transformations, as well as leading functions with significant oversight of, compliance, financial planning, treasury, tax and information technology matters.

  3. Dwight Gibson, age 51, Director since 2025

    Dwight Gibson, age 51, Director since 2025 Mr. Gibson has served as an Operating Partner and member of the Investment Committee for Pritzker Private Capital since 2024. Prior to that, Mr. Gibson served as President and Chief Executive Officer and as a member of the board of directors of BlueLinx Holdings Inc. (“BlueLinx”) from 2021 to 2023, where he developed and executed strategic and operational plans to maximize financial performance. Before joining BlueLinx, Mr. Gibson served in various leadership roles at SPX FLOW, Inc. from 2016 to 2021, including as Chief Commercial Officer and President of Food and Beverage and Industrial Segments. Prior to these roles, Mr. Gibson worked for Ingersoll Rand Inc. for 11 years, including as President of Climate Strategic Initiatives and Vice President & General Manager of Transport Solutions for Europe, Middle East, Russia and Africa. Since 2019, Mr. Gibson has served as a member of the board of directors of Interface, Inc., where he serves on the Compensation Committee. Mr. Gibson holds a Master of Science degree in International Strategy and Diplomacy from the London School of Economics and Political Science in London, United Kingdom, an MBA from Stanford University in Palo Alto, California and a Bachelor of Business Administration degree from Howard University in Washington, D.C. Mr. Gibson’s qualifications include his relevant experience as a chief executive officer, senior executive and board director for companies in the building products industry, as well as his demonstrated and deep experience managing complex supply chains, multi-faceted sales channels, product development, M&A and M&A integration in global roles spanning operations, commercial, general management strategy and business development.

  4. Holli Ladhani, age 55, Director since 2025

    Holli Ladhani, age 55, Director since 2025 Ms. Ladhani most recently served as President, Chief Executive Officer and a member of the board of directors of Select Energy Services, Inc. (“SES”) (now known as Select Water Solutions, Inc.) from 2017 to 2021. Prior to that, Ms. Ladhani worked at Rockwater Energy Solutions, Inc. (“RES”) from 2010 to 2017, in roles of increasing responsibility, including serving as Chairman and Chief Executive Officer, up until RES merged with SES in 2017. Prior to joining RES, Ms. Ladhani was with Dynegy, Inc. for 10 years, where she served as the Executive Vice President and Chief Financial Officer from 2005 to 2010 and as Chief Accounting Officer and Treasurer prior to that. Ms. Ladhani’s prior experience also includes time with PricewaterhouseCoopers, where she served in the final position of Senior Manager in the Oil and Gas Audit division. Since 2021, Ms. Ladhani has served as a member of the board of directors of Quanta Services, Inc., where she serves on the Investment Committee and Audit Committee. In May 2025, she joined the board of Kayne Anderson Energy Infrastructure Fund, Inc. Ms. Ladhani previously served on the board of directors of Marathon Oil from 2021 to 2024, Noble Energy Inc. from 2017 to 2020, Atlantic Power Corporation from 2010 to 2018, Rosetta Resources Inc. from 2013 to 2015 and Price Gregory from 2008 to 2009. Ms. Ladhani holds an Executive MBA from Rice University in Houston, Texas and a Bachelor of Business Administration degree in Accounting from Baylor University in Waco, Texas. Ms. Ladhani’s qualifications include her experience as a chief executive officer and chief financial officer of companies in the energy, chemicals and infrastructure sectors, where she was responsible for leading significant transactions and effectively allocating capital in capital-intensive industries, and her significant experience on the boards of publicly-listed companies, including serving as chair of various committees.

  5. Michael E. McKelvy, age 66, Director since 2025

    Michael E. McKelvy, age 66, Director since 2025 Mr. McKelvy has served as President, Chief Executive Officer and a member of the board of directors of McDermott International, Ltd (“McDermott”) since 2022. Prior to joining McDermott, Mr. McKelvy served as President and Chief Executive Officer of Gilbane Building Company (“Gilbane”) from 2014 to 2022, where he was responsible for developing and executing strategic growth and operational plans. Before joining Gilbane, Mr. McKelvy worked at CH2M HILL Companies, Ltd (“CH2M”) for 26 years, where he advanced through increasingly significant general management and executive roles, including Chief Delivery Officer, where he was responsible for global operations, strategy and delivery. Mr. McKelvy spent his early career in operations as an architect and project manager at C.H. Guernsey & Company and Lockwood Greene, which became part of CH2M. Mr. McKelvy previously served on the board of directors of RPS Group PLC from 2018 to 2023, Gilbane Inc. from 2017 to 2022 and CH2M from 2007 to 2014. Mr. McKelvy holds a Bachelor of Science degree in Environmental Design from the University of Oklahoma in Norman, Oklahoma and a Bachelor of Architecture degree from Louisiana Tech University in Ruston, Louisiana. Mr. McKelvy’s qualifications include his more than three decades of experience in the global engineering, procurement and construction sectors, including serving diverse clients in connection with large-scale infrastructure, environmental and transportation projects, his experience in leadership roles with oversight of risk, quality, safety, security, procurement, project controls and design and his prior board experience for both publicly-listed and private companies of relevant scale and sector.

  6. Jürg Oleas, age 68, Director since 2025

    Jürg Oleas, age 68, Director since 2025 Mr. Oleas most recently served as Chief Executive Officer of GEA Group AG (“GEA”), a position he held from 2004 to 2019. Prior to serving as Chief Executive Officer of GEA, Mr. Oleas held several other positions on GEA’s Executive Board, dating back to when he first joined the company in 2001. Before joining GEA, Mr. Oleas spent nearly twenty years at ABB and the Alstom Group, where he served in a variety of management positions including President, Alstom Switzerland and Managing Director, Combined Cycle Gas Turbine Plants. Mr. Oleas served as a member of the Holcim Board of Directors from 2014 to 2015 and from 2016 to 2025, where he served on the Audit Committee and the Nomination, Compensation, and Governance Committee. From 2020 to April 2025, Mr. Oleas served as Chairman of the Board of Directors of HOCN AG, where he also served as a member of the Audit Committee and the Nomination and Compensation Committee. In addition, Mr. Oleas has served as a member of the board of directors of RUAG International Holding AG since 2011, where he currently serves on the Audit Committee and the Nomination and Compensation Committee. Mr. Oleas holds a Master of Science degree in Mechanical Engineering from the Swiss Federal Institute of Technology in Zurich, Switzerland. Mr. Oleas’s qualifications include his experience as a public company chief executive officer from the industrial manufacturing sector and running businesses of global reach and scale, his significant experience on the boards of publicly-listed companies, including as chair, and his understanding of the Amrize Business.

  7. Robert Rivkin, age 65, Director since 2025

    Robert Rivkin, age 65, Director since 2025 Mr. Rivkin has served as Senior Vice President and Chief Legal Officer for United Airlines Holdings, Inc. (“United”) since 2019, where he leads United’s legal department, including the corporate, securities, finance, commercial, litigation, government contracts, intellectual property, antitrust, environmental, employment and international groups. Mr. Rivkin is also responsible for security, facilitation, compliance, ethics and investigations. Prior to joining United, Mr. Rivkin served as deputy mayor of the City of Chicago from 2017 to 2019, where he oversaw the implementation of Mayor Rahm Emanuel’s key priorities across city departments and agencies, focusing his efforts on economic development, job creation and retention and infrastructure. Prior to that, Mr. Rivkin served of counsel at Riley Safer Holmes & Cancila LLP from 2016 to 2017 and as Deputy General Counsel of Delta Air Lines, Inc. (“Delta”) from 2013 to 2016, where he was responsible for addressing governmental regulation and oversight in the U.S. and abroad, as well as litigation, antitrust, employment and real estate legal issues. Before joining Delta, Mr. Rivkin served four years as General Counsel of the U.S. Department of Transportation from 2009 to 2013, after being nominated by President Barack Obama and unanimously confirmed by the U.S. Senate. Earlier in his career, Mr. Rivkin was Deputy General Counsel of Aon Corporation and General Counsel of the Chicago Transit Authority. Mr. Rivkin also has worked in private law practice, as a federal prosecutor, for the British Parliament and at the European Commission in Brussels, Belgium. Mr. Rivkin graduated magna cum laude from Harvard College in Cambridge, Massachusetts, received a Juris Doctor degree from Stanford Law School in Stanford, California, where he was an associate editor of the Stanford Law Review, and clerked for Judge Joel M. Flaum of the U.S. Court of Appeals for the 7th Circuit. Mr. Rivkin’s qualifications include his expertise in regulatory and legal matters across both the private and public sectors, his service at in-house roles with oversight of significant infrastructure-related investment and key legal matters, including security, safety, compliance and antitrust, and his experience in private practice advising clients on infrastructure, domestic and international business regulation and commercial litigation.

  8. Katja Roth Pellanda, age 51, Director since 2025

    Katja Roth Pellanda, age 51, Director since 2025 Ms. Roth Pellanda has served as Group General Counsel for Zurich Insurance Group Ltd since 2020 (“Zurich Insurance”), where she leads the global legal function responsible for advising the business on all legal matters, corporate governance, litigation and investigations and regulatory relations. Before joining Zurich Insurance, Ms. Roth Pellanda served in a variety of roles at Novartis AG, including as Head of Corporate Governance, Corporate Law and People & Organization Legal, from 2015 to 2020. Prior to that, Ms. Roth Pellanda was an attorney for Bär & Karrer AG from 2005 to 2015, focusing on financial regulations, corporate governance, board advisory, reorganizations, mergers and acquisitions, capital markets and employee matters. Ms. Roth Pellanda has served as a member of the board of directors for Farmers Group, Inc. since 2022 and Zurich Italy Bank S.p.A. since 2021, both privately held subsidiaries of Zurich Insurance. Since 2023, she is a member of the SIX Exchange Regulatory Board. Ms. Roth Pellanda holds a Master of Laws degree from the London School of Economics and Political Science in London, United Kingdom, a Doctor of Laws degree from the University of Zurich in Zurich, Switzerland and a Licentiate in Law from the University of Basel in Basel, Switzerland. Ms. Roth Pellanda’s qualifications include her experience as a senior legal and governance leader with extensive experience as an external advisor and in-house leader for multinational organizations with significant operations in both Switzerland and the United States and her expertise in M&A, restructurings, spin-offs, corporate law, capital markets and labor law, including in executive compensation.

  9. Maria Cristina A. Wilbur, age 58, Director since 2025

    Maria Cristina A. Wilbur, age 58, Director since 2025 Ms. Wilbur has served as Chief People Officer and Head of Group Human Resources for F. Hoffman-La Roche, Ltd. (“Roche”) since 2016, leading all aspects of Roche’s people and culture function across the globe, including strategies and execution for business partnering, talent management and executive and board-level remuneration. Ms. Wilbur started at Roche in 2002 and has served in various leadership roles during her tenure, including as Global Head Human Resources, Diagnostics Division and Regional Head of Human Resources, North America. Prior to joining Roche, Ms. Wilbur worked for EG&G, Inc. (and PerkinElmer Optoelectronics following its acquisition by EG&G, Inc.) from 1988 to 2002, where she last served as Director of Human Resources, Global Operations, West Coast Region and U.S. Payroll. Ms. Wilbur holds a Bachelor of Science in Accounting from California Polytechnic State University in Pomona, California. Ms. Wilbur’s qualifications include her experience as a human resources leader for multinational organizations with significant operations in both Switzerland and the United States and her expertise in executive and board compensation, leadership succession planning, talent transformation initiatives at scale and other critical areas. All members of our Board currently comply with the limitation on external mandates contemplated in Article 28 of the Articles of Association.

  10. Nominees to Serve on the Board of Directors

    Nominees to Serve on the Board of Directors The information set forth below regarding director nominees is as of March 2, 2026. Neither of the below director nominees has important business connections with Amrize.

  11. Don P. Newman, age 61, Director nominee

    Don P. Newman, age 61, Director nominee Mr. Newman served as Executive Vice President, Finance and Chief Financial Officer of ATI Inc., a global producer of high-performance materials, from January 2022 to December 2025, and remained with ATI until his retirement in March 2026 to support an active leadership transition. Prior to that, he served as ATI Inc.’s Senior Vice President, Finance and Chief Financial Officer from January 2020 through December 2021. He served as Chief Financial Officer of Stelco Holdings, Inc. from August 2017 through December 2019, and as Chief Financial Officer of Headwaters Incorporated from December 2010 until it was acquired in May 2017. In previous roles, Mr. Newman served as Vice President – Controller and Interim Chief Financial Officer at Boart Longyear Limited and as Chief Accounting Officer at ACI Worldwide, Inc., and held leadership roles for over 12 years at NRG Energy, Inc. Since 2024, Mr. Newman has served as a member of the board of directors of AdvanSix Inc., where he serves as Chairman of the Audit Committee and as a member of the Health, Safety and Environmental Committee. Mr. Newman holds a Bachelor of Arts degree in Accounting from the University of Minnesota. Mr. Newman’s qualifications include more than thirty years of corporate finance and accounting leadership experience at high-growth, public companies in a variety of industries.

  12. Jacques Wolf Sanche, age 60, Director nominee

    Jacques Wolf Sanche, age 60, Director nominee Mr. Sanche currently serves as CEO of Bucher Industries AG, a global technology company that produces machinery, systems and hydraulic components. He has held that position since 2016 and will step down from it at the Bucher Industries annual general meeting of shareholders in April 2026. Prior to his role at Bucher Industries, he was CEO of Belimo Holding AG from 2007 to 2015. Mr. Sanche has been a member of the Board of Directors of Burckhardt Compression since July 2025 and its Chairman since December 2025. In addition, he has served as a member of the Board of Directors of Schweiter Technologies AG since 2011, where he serves on the Audit Committee and the Nomination and Compensation Committee. He holds a Doctorate in Economics from the University of St. Gallen in Switzerland. Mr. Sanche’s qualifications include decades of international industrial leadership experience and a strong track record as CEO of major global publicly-listed Swiss companies.

  13. Board Nominees’ Skills and Experience Profile

    Board Nominees’ Skills and Experience Profile The Board possesses a diverse set of skills and industry experiences. Our directors’ and other nominees’ skills and experience include financial, operational, and functional matters as well as expertise across the markets and geographies in which we operate.

  14. Board Nominees’ Skills and Experience Profile

    | | Jenisch | Gangestad | Gibson | Ladhani | McKelvy | Newman | Oleas | Rivkin | Roth Pellanda | Sanche | Wilbur | | Qualifications/ Experience | | | | | | | | | | | | | Active Operator | x | | x | | x | x | | x | x | x | x | | Prior Public Company Independent Director | x | x | x | x | x | x | x | x | | x | | | CEO | x | | x | x | x | | x | | | x | | | CFO | | x | | x | | x | | | | | | | Audit Committee Financial Expert | | | | x | | x | | | | | | | P&L at Relevant Scale | x | | x | x | x | x | x | | | x | | | M&A/ Strategy | x | x | x | x | | x | x | | x | x | | | Marketing/ Sales | x | | x | | | | x | | | x | | | Manufacturing Operations | x | | x | | | | x | | | x | | | Regulatory/ Government Affairs | | | | x | | | | x | x | x | | | Human Capital | | | | | | | | | | x | x | | Process/ Mining/ Asset Intensive | x | x | | x | | x | | | | | | | Broader Industrial Manufacturing | x | x | x | | | x | x | | | x | x | | Distribution/ Retail | x | x | | | | | | | | x | | | Construction/ Engineering Services/ Infrastructure | x | | | x | x | | | x | | x | | | North America | x | x | x | x | x | x | x | x | x | x | x |

  15. Identification and Evaluation of Nominees for Directors

    Identification and Evaluation of Nominees for Directors Our Nomination and Governance Committee considers and makes recommendations to our Board concerning the appropriate size and needs of the Board and recommends director candidates to the Board. When making proposals for the composition of the Board, the Nomination and Governance Committee considers recommendations from shareholders and others as it deems appropriate. Additionally, in connection with each director nomination recommendation, the Nomination and Governance Committee considers the overall mix of tenures on the Board and each director’s performance and suitability. The evaluation of these candidates may include information provided to the Nomination and Governance Committee, discussions with persons familiar with the candidate, an interview of the candidate or other actions the Nomination and Governance Committee deems appropriate. The Nomination and Governance Committee may also retain subject-specific professional consultancy services from third parties to assist with the identification and evaluation of prospective Board nominees. Mr. Sanche was recommended as a potential candidate for director nominee by our CEO, and Mr. Newman was identified as potential candidate for director nominee by a third-party search firm retained by us.

  16. Fiscal Year 2025 Business Highlights

    | Strategic Progress | Completed the expansion of our flagship Ste. Genevieve cement plant in Q4 2025, adding 660 thousand tons of production capacity and improving efficiency at North America’s largest cement plant. On track with new state-of-the-art Malarkey shingle factory in Indiana (50%+ production increase comissioned by the end of 2026) and beginning the expansion of our St. Constant cement plant in Quebec (300 thousand tons additional capacity). Organic growth projects on track: investing to expand aggregates production by 200 million tons of reserves in Oklahoma to serve the fast growing Dallas-Fort Worth market; investing in our Midlothian, Texas cement plant (100 thousand tons additional capacity); investing in our Exshaw, Alberta cement plant (50 thousand tons additional capacity). Supported over 30 data center projects in 2025 including large scale projects such as a new data center campus in Louisiana. ASPIRE synergy program progressing with 450+ new logistics and service providers onboarded and 400+ projects underway, targeting 70 bps margin expansion in 2026 and on track to achieve $250 million synergies through 2028. Stood up independent systems and operating models across Amrize’s functions in conjunction with the Distribution. Established relationships with new investors in North America with ownership now representing 38% of total vs. 34% around the time of the Distribution. | | Top-Line Growth | Total Company revenues up 1% to $11.8 billion reflecting continued infrastructure spend and improving commercial customer demand. Building Materials revenue grew 2% to $8.5 billion with cement volumes down 1% and pricing up 0.3%, while aggregates volume was down 1% with freight adjusted pricing up 6%. Building Envelope revenue down 2% to $3.3 billion driven by softer residential roofing demand. Residential roofing softness was driven by lower new construction and existing home sales as well as by milder storm seasons in 2025. The Ox Engineered Products acquisition contributed $107 million to Building Envelope revenue in 2025. | | Bottom-Line Performance | Adjusted EBITDA of $3.0 billion, was down 5% vs. 2024. This reflects continued infrastructure spend and improving commercial market demand, offset by residential softness. Within Building Materials, results were driven by higher prices in both Cement and Aggregates. Within Building Envelope, residential roofing softness impacted overall results. |

  17. Fiscal Year 2025 Executive Leadership and Compensation Highlights

    | Element | Description | Fiscal 2025 Results | | Compensation Philosophy | We have designed our executive compensation programs around the following core principles: 1. Establish a strong link between pay and performance and create shareholder value. 2. Attract, retain, and motivate a highly talented leadership team. 3. Align executives’ interests with shareholders’ interests. 4. Reinforce business strategies and drive long-term sustained shareholder value. | In conjunction with the Distribution, the Holcim Nomination, Compensation & Governance Committee (pre-Distribution) and Amrize Compensation Committee (post-Distribution) applied the pay philosophy in the determination and administration of Amrize’s new pay programs. | | Base Salary | Target fixed compensation generally approximated market median to allow for attraction and retention of highly qualified leaders. | Aligned with pay philosophy. Established new pay levels for leaders from within Amrize as well as those that joined from outside the Company in conjunction with a review of market pay practices. | | Annual Short-Term Incentive | Short-term incentive program which measures performance in fiscal year 2025 against a mix of top- and bottom-line financial metrics as well as objectives tied to operational effectiveness as approved by the Compensation Committee and Board. | Fiscal Year 2025 Bonus Payout: • Corporate Result: 133% of target • Segment President Results ○ Mr. Hill = 156% of target ○ Mr. Gosa = 79% of target | | Annual Long-Term Incentive | Equity awarded in fiscal year 2025 fell into two categories: • Annual Equity Awards — granted as part of regular, ongoing programs for post-Distribution Amrize • Converted Equity Awards — granted as replacement equity for those executives who had been employees of the pre-Distribution combined entity and are now executives of post-Distribution Amrize Both of these equity award programs were awarded in entirely performance-based equity vehicles, whose | Equity Award Performance Cycles Completed in 2025: • Converted FY23–25 PSUs: 174% of target • Converted 2021 PSOs: 100% of maximum |

  18. Fiscal Year 2025 Executive Leadership and Compensation Highlights

    | Element | Description | Fiscal 2025 Results | | | realized value, if any at all, are dependent on performance measured Annual equity awards were aligned with U.S. market practices and the Company’s pay philosophy. | | | Benefits | The NEOs generally participate in our benefit programs on the same basis as all of our employees. | |

  19. Compensation Philosophy

    | 4. | Reinforce business strategies and drive long-term sustained shareholder value. |

  20. How Our Executive Compensation is Set

    | Board of Directors | • Approve CEO compensation and employment agreement • Approve the CD&A and proxy statement disclosure • Approve the maximum compensation amounts for the ExCo and Board of Directors to be submitted for approval to the Annual General Meeting • Develop and approve annual objectives for CEO that align with the Company’s strategic direction | | Compensation Committee | • Establish executive compensation philosophy • Propose compensation policy for CEO and other ExCo members to the Board • Define and implement criteria for variable short- and long-term compensation |

  21. How Our Executive Compensation is Set

    | | • Make recommendations to the Board on new or amended incentive-based and equity-based compensation plans • Approve compensation levels for other ExCo members within the limits approved at the Annual General Meeting • Recommend to the Board annual targets for CEO and other ExCo members under the Company’s incentive compensation programs • Review and approve, for the CEO and other ExCo members, employment agreements, non-competition agreements, and special benefits for executives • Review peer group companies for compensation benchmarking and provide market comparison data to the Board • Review the adherence of Board members, CEO, and other ExCo members to the stock ownership guideline • Propose to the Board the CD&A • Propose to the Board the maximum compensation amounts for the ExCo and the Board of Directors to be submitted to the Annual General Meeting for approval | | CEO | • Make recommendations to the Compensation Committee pertaining to annual performance objectives including short- and long-term incentive plan goals • Make recommendations to the Compensation Committee on performance of ExCo members • Recommends compensation levels of our ExCo members (except for his own pay) • Preparation of strategic direction for the Company and propose to Board for approval | | Independent Advisors | The Compensation Committee retains the authority to obtain professional consultancy services and other advisors as needed to fulfill its responsibilities. In fiscal year 2025, the Compensation Committee engaged Semler Brossy Consulting Group (“Semler Brossy”) and PwC Switzerland as its independent compensation advisors. Semler Brossy provided no services to the Company in fiscal year 2025 other than executive and director compensation consulting and advisory services. There are clear rules and controls in place to ensure the independence of the consultant. PwC Switzerland provided other services to Amrize in fiscal year 2025 and there are clear rules and controls in place to ensure the independence of the consultant. The Compensation Committee enlisted both U.S. and Swiss consultants in recognition of the added complexity of operating in both the U.S. and Swiss regulatory environments. Primary responsibilities are to: • Conduct annual assessments of the compensation peer group • Assist with design and market benchmarking of our short- and long-term incentive plans • Analyze executive compensation levels and practices of companies in our compensation peer group • Ensure alignment with the relevant regulatory, governance, and shareholder requirements • Review and provide input on our CD&A • Review and provide input on the compensation motions to be submitted to the Annual General Meeting • Provide advice with respect to best practices to the Compensation Committee • Provide ad hoc advice and support on compensation- and governance-related matters |

  22. Compensation Peer Group

    Compensation Peer Group Following the Distribution, the Compensation Committee approved the peer group that had been used by our former parent company’s Nomination, Compensation & Governance Committee to benchmark pay levels and design features, including mix and performance criteria. This group focused on U.S. publicly traded companies to correspond with the Company’s North American business focus and competition in the U.S. executive talent market. To help guide the Compensation Peer Group selection process in an objective manner, the following criteria were used to select companies included in this group:

  23. Compensation Peer Group

    | Element | Primary Criteria | Rationale | | Geographic Focus | Publicly Traded U.S. Companies | The group is intended to reflect Amrize’s focus on the North American talent and business markets. | | Industry | Building Products and Construction Materials sectors | These sectors represent Amrize’s primary business focus, though adjacent industrial sectors are also reviewed given the limited availability of direct competitors. | | Financial Size | Similar in revenue and market capitalization size to Amrize | Defined as approximately one-third to three times Amrize’s annual revenue and market capitalization at the time of review |

  24. Compensation Peer Group

    The Compensation Committee intends to review the composition of this peer group on an annual basis to ensure that companies of appropriate size, complexity, and business relevance are included. Our independent compensation consultants will assist in these reviews. Based on these criteria, the Compensation Committee reviewed with its independent compensation consultants and approved in August 2025 the following peer group of 18 publicly-traded companies, which it used to benchmark pay and governance practices in fiscal year 2025 and intends to use for fiscal year 2026 with no changes:

  25. Compensation Peer Group

    | 3M Company | Dupont de Nemours | Owens Corning | | Builders FirstSource | Johnson Controls International | PPG Industries | | Carlisle Companies | Martin Marietta Materials | RPM International | | Carrier Global | Masco | The Sherwin-Williams Company | | Celanese | Nucor | Trane Technologies | | CRH | Otis Worldwide | Vulcan Materials Company |

  26. Compensation Peer Group

    This set of peers is used to benchmark executives’ pay against data for roles comparable to their respective position at Amrize. Where necessary due to insufficient disclosure, peer data is supplemented with broad market survey data, scaled to the appropriate revenue scope and role for each executive. A benchmarking analysis of executive compensation was conducted in fiscal year 2025 and is intended to be conducted — with input from independent advisors as retained by the Compensation Committee — on an annual basis.

  27. Total Direct Compensation Overview

    Total Direct Compensation Overview Each ExCo member has a target total direct compensation opportunity made up of three components: (1) annual base salary (“Base Salary”), (2) annual short-term incentive or annual bonus (“Bonus”), and (3) annual long-term incentives delivered in equity (“LTI”). A majority of our ExCo members’ annual compensation for fiscal year 2025 was delivered in variable pay elements whose ultimate realizable value depended on performance against Amrize’s strategic operational and financial goals as established by the Compensation Committee and the Company’s share price. Amrize believes this approach motivates executives to consider the impact of their decisions on shareholder value. This performance-based pay mix approach was done in consultation with market analysis of U.S. pay practices prepared by the Compensation Committee’s independent advisor (Semler Brossy). The following charts show the percentage of target pay(1) which is denominated in each of the three aforementioned components for our CEO, Non-CEO NEOs, and other Non-CEO ExCo members in fiscal year 2025.

  28. Total Direct Compensation Overview

    | Element | Purpose | Metric | | Fixed Pay Elements | | | | Base Salary | Provide fixed compensation to attract and retain talent | Salary is delivered fully in cash and tied closely to the competitive market data from our compensation peer group for each executive’s respective role and individual performance | | Variable Pay Elements | | | | Annual Short-Term Incentive | Reward for short-term performance and define near-term goals for the executive team | Vehicle: Cash Performance Period: One Year Payout Range: Payout between 0-200% of target value based on achievement of specified weighted performance goals. Performance Metrics (Weighting): • Adj. EBITDA Growth (40%) • Cash Conversion (25%) • Revenue Growth (20%)(1) • Health, Safety, and Environment (HSE) Scorecard (15%) | | | | Segment Presidents: Final payout for Messrs. Hill and Gosa is weighted 70% to performance of their respective Business Segments and 30% to Amrize corporate results |

  29. Total Direct Compensation Overview

    | Element | Purpose | Metric | | Annual Long-Term Incentive | Reward for long-term performance and to align executives with shareholder interests through share-based equity. This vehicle is also critical to retention of executive talent due to the multi-year vesting schedule | Vehicle: 100% Performance-Based Stock Units (PSUs) Performance Period: Three Years Vesting: Annual LTI awards cliff vest at the end of the three-year performance period subject to performance achievement Payout Range: Payout between 0-200% of target value based on achievement of specified weighted performance goals. PSU Performance Metrics (Weighting): • Adj. EPS Growth (50%) • Relative TSR (rTSR) compared to the S&P 500 Industrials Index (50%) |

  30. Annual Short-Term Incentive

    Annual Short-Term Incentive Our bonus is intended to reward and motivate executives for performance against financial and strategic operational metrics. This is consistent with our executive compensation philosophy of providing a meaningful portion of our executives’ total pay in the form of variable, at-risk pay vehicles. Each ExCo member has a target award opportunity set as a percentage of their base salary. The target percentage is set with consultation of U.S. market practices, individual performance, internal positioning, and considerations for the individual’s total target compensation package and is reviewed by the Compensation Committee’s independent advisors. The target percentage for NEOs is disclosed below. For the other ExCo members, it ranges from 60% to 90% of base salary. The annual cash bonus is intended to reward strong performance with above-target payouts and weaker performance with below-target payouts to provide a competitive total compensation package that directly aligns executive pay with Company performance. Target award amounts are not guaranteed, and any realized portion of the annual bonus is wholly dependent on achievement of performance goals set by the Compensation Committee. Annual cash bonus outcomes for Messrs. Jenisch and Johnston and Ms. Singleton were based entirely on Amrize corporate results for fiscal year 2025. Messrs. Hill and Gosa’s (our “Segment Presidents”) annual cash bonuses were based on both Amrize corporate and business-segment-specific results for either Building Materials or Building Envelope (our “Business Segments”), respectively.

  31. Annual Short-Term Incentive

    | Name | Business Segment | 2025 Annual Base Salary (gross) | Target Annual Cash Bonus as % of Base Salary | | Target Annual Cash Bonus (gross) | | Jan Jenisch(1,2) | N/A | CHF 1,178,400x | 150% | = | CHF 1,767,600 | | | | $1,486,669x | 150% | = | $2,230,004 | | Ian Johnston | N/A | $700,000x | 90% | = | $630,000 | | Denise Singleton | N/A | $725,000x | 85% | = | $616,250 | | Jaime Hill(3) | Building Materials | $700,000x | 90% | = | $630,000 | | Jake Gosa(3) | Building Envelope | $650,000x | 90% | = | $585,000 |

  32. Annual Short-Term Incentive

    | (1) Values for Mr. Jenisch reflect a conversion from CHF to U.S. dollars using the foreign exchange rate in effect on December 31, 2025 (1 CHF: 1.2616 USD). Mr. Jenisch receives a single bonus denominated in CHF; values in USD are shown for informative purposes only. |

  33. Annual Short-Term Incentive

    | (2) Value shown reflects the annualized target value for Mr. Jenisch. Mr. Jenisch’s actual target bonus in FY25 was pro-rated based on the portion of the performance period served in role following his transition to his current role as CEO of Amrize effective May 15, 2025. |

  34. Annual Short-Term Incentive

    | (3) Messrs. Hill and Gosa, as Segment Presidents, have a majority of their annual cash bonus (70%) tied to their respective Business Segment’s performance. 30% of their annual cash bonus is still tied to full-company, Amrize results which are the same as other NEOs. |

  35. Annual Short-Term Incentive

    We believe weighting a majority of our Segment Presidents’ annual short-term incentives outcomes to performance for their respective Business Segment is consistent with our executive compensation philosophy of aligning pay with performance and promotes divisional performance and results. This design makes realizable, annual cash pay contingent on performance of the business directly overseen by these two individuals, while also maintaining a portion of their annual incentive tied to Amrize corporate performance. In designing our annual cash bonus program, we leveraged the design of our pre-Distribution parent company, Holcim, to inform Amrize’s design. However, the Compensation Committee and Board approved a final design that fully aligned with our status as an independent public entity operating primarily in the North American business market. The Compensation Committee and Board’s approvals were made in conjunction with a competitive market analysis completed by Semler Brossy of short-term, cash incentive plans among our peer group.

  36. Performance Metrics

    Performance Metrics Financial performance is measured in our annual short-term incentive against pre-established goals for Adjusted EBITDA Growth, Cash Conversion, and Revenue Growth. These financial measures were selected for their direct connection to Amrize’s business strategy and ability to drive value for the Company. In addition to a majority of weighted financial metrics—and consistent with our pre-Distribution parent company design—we elected to include a weighted metric measuring performance against Health, Safety, and Environmental (HSE) goals critical to the Company’s performance and operational effectiveness. The HSE scorecard measures achievement of certain goals related to the safety and sustainability of our operations across three factors:

  37. Performance Metrics

    | • | HSE Improvement Plan (HSE-IP): Includes strategic objectives such as key risk control, process safety management, health & well-being, industrial hygiene, road safety, and incident elimination control |

  38. Performance Metrics

    | • | Critical Risk Elimination (CRE): Action closure of objectives that are determined from an HSE audit of operations and safety management processes |

  39. Performance Metrics

    | • | Lost-Time Injury Frequency Rate (LTIFR): Measures improvement of reducing time lost to workplace injuries in the course of operations |

  40. Performance Metrics

    Each of these HSE scorecard measures is evaluated separately for the individual Business Segments and at the corporate level, and scores are applied accordingly for individuals subject to Business-Segment-specific metrics. We believe this design and choice of metrics aligns directly with our strategic objectives, performance goals, business priorities, and shareholder interests. See “Definition and Reconciliation of Non-GAAP Measures” for further details on our definition of certain of these measures.

  41. NEO and ExCo Annual Cash Bonus Metric Mix (other than Segment Presidents)

    NEO and ExCo Annual Cash Bonus Metric Mix (other than Segment Presidents)

  42. NEO and ExCo Annual Cash Bonus Metric Mix (other than Segment Presidents)

    | Metric | Weighting | Rationale | | Adjusted EBITDA Growth | 40.00% | Encourages topline growth and responsible expense management from our executive team; aligns performance with a key strategic priority for Amrize | | Cash Conversion | 25.00% | Encourages financial and operating efficiency | | Revenue Growth | 20.00% | Further emphasizes topline growth and aligns with investor expectation and peer company practices | | Health, Safety, and Environment (HSE) Scorecard | 15.00% | Provides a direct assessment of strategic objectives and aligns with company philosophy |

  43. NEO and ExCo Annual Cash Bonus Metric Mix (other than Segment Presidents)

    Annual cash bonuses for our Segment Presidents used the same mix of metrics but weighted 30% to Amrize corporate results and 70% to Segment-specific results. For the avoidance of doubt, the mix of metrics used for each of our Segment President aligned with the results of their respective Business Segment was as follows:

  44. Segment President Annual Cash Bonus Metric Mix

    Segment President Annual Cash Bonus Metric Mix

  45. Segment President Annual Cash Bonus Metric Mix

    | | Metric | Corporate- or Segment-Portion Weighting | Blended Weighting (% of total)(1) | | Amrize Corporate (30% of total for Segment Presidents) | Adjusted EBITDA Growth | 40.00% | 12.00% | | | Cash Conversion | 25.00% | 7.50% | | | Revenue Growth | 20.00% | 6.00% | | | Health, Safety, and Environment (HSE) Scorecard | 15.00% | 4.50% | | Business Segment (70% of total for Segment Presidents) | Adjusted EBITDA Growth | 40.00% | 28.00% | | | Cash Conversion | 25.00% | 17.50% | | | Revenue Growth | 20.00% | 14.00% | | | Health, Safety, and Environment (HSE) Scorecard | 15.00% | 10.50% |

  46. Segment President Annual Cash Bonus Metric Mix

    | (1) Represents the product of the weighting of a given Amrize corporate or Business Segment metric and the weighting of Amrize corporate or Business Segment results for the applicable individual’s bonus outcome. |

  47. Segment President Annual Cash Bonus Metric Mix

    Annual cash bonus payouts for fiscal year 2025 were based on the above mix of metrics as indicated for each executive. Each financial metric has a threshold goal below which no annual cash bonus will be earned. Payouts for performance between threshold, target, and maximum goals would be determined using linear interpolation. The final payout of annual cash bonuses may range from between 0% to 200% of each executive’s target bonus amount.

  48. Fiscal Year 2025 Bonus Achievement

    Fiscal Year 2025 Bonus Achievement For Fiscal Year 2025, the Compensation Committee approved the goals below for our annual cash bonus metrics. Note, the target performance levels for adjusted EBITDA growth and Revenue growth were both set at a slightly negative level. These reflect the anticipated headwinds in the business due to macroeconomic uncertainty. Threshold and maximum performance achievement against performance metrics corresponded to 50% and 200% payouts, respectively, as a percentage of the target bonus amount.

  49. Fiscal Year 2025 Bonus Achievement

    | | Metric | Weighting | Threshold (50% of target) | Target (100% of target) | Maximum (200% of target) | Actual | Payout as % of Target Bonus | Weighted Average Payout as % of Target Bonus | | Amrize Corporate — applicable to all NEOs | Adj. EBITDA Growth | 40% | -10.00% | -5.00% | 1.00% | -5.40% | 95.40% | 133% | | | Cash Conversion | 25% | 40.00% | 45.00% | 55.00% | 48.60% | 136.20% | | | | Revenue Growth | 20% | -3.00% | -1.00% | 2.00% | 0.50% | 152.50% | | | | HSE Scorecard | 15% | 55 | 85 | 100 | 100 | 200.00% | | | Building Materials — applicable to Mr. Hill | Adj. EBITDA Growth | 40% | -7.40% | -3.10% | 3.40% | -2.00% | 115.80% | 166% | | | Cash Conversion | 25% | 43.00% | 45.70% | 57.00% | 61.00% | 200.00% | | | | Revenue Growth | 20% | -2.10% | -0.60% | 2.90% | 2.80% | 198.1 % | | | | HSE Scorecard | 15% | 55 | 85 | 100 | 100 | 200.00% | | | Building Envelope — applicable to Mr. Gosa | Adj. EBITDA Growth | 40% | -3.00% | 1.30% | 7.80% | -6.70% | 0.00% | 56% | | | Cash Conversion | 25% | 48.00% | 52.40% | 62.00% | 52.90% | 105.40% | | | | Revenue Growth | 20% | -4.40% | -2.90% | 0.60% | -4.90% | 0.00% | | | | HSE Scorecard | 15% | 55 | 85 | 100 | 100 | 200.00% | |

  50. Fiscal Year 2025 Bonus Achievement

    Our fiscal year 2025 results are reflective of full-year Amrize performance, encompassing both our time as a division of Holcim and post-Distribution, as an independent public entity. These goals were set by the Compensation Committee and Board with the intention to encourage business growth and substantive, strong performance from our executive team. Performance against these metrics resulted in a payout percentage of 133% for Amrize corporate performance. Business Materials’ performance - making up 70% of Mr. Hill’s award - resulted in a payout percentage of 166% target. Building Envelope’s performance - making up 70% of Mr. Gosa’s award - resulted in a payout percentage of 56% of target. Annual cash bonuses were calculated as shown below. Messrs. Jenisch and Johnston and Ms. Singleton: Mr. Hill: Mr. Gosa: The Compensation Committee approved annual cash bonus payouts in the following amount for our NEOs for fiscal year 2025:

  51. Fiscal Year 2025 Bonus Achievement

    | Name | Target Cash Bonus (gross) | Actual Bonus Payout (as % of Target) | Actual Bonus Payout (gross) | | Jan Jenisch(1,2) | CHF 1,111,877 | 133% | CHF 1,475,906 | | | $1,402,745 | | $1,862,003 | | Ian Johnston | $630,000 | 133% | $836,262 | | Denise Singleton | $616,250 | 133% | $818,010 | | Jaime Hill(3) | $630,000 | 156% | $982,737 | | Jake Gosa(3) | $585,000 | 79% | $463,730 |

  52. Fiscal Year 2025 Bonus Achievement

    | (1) Values for Mr. Jenisch reflect a conversion from CHF to U.S. dollars using the foreign exchange rate in effect on December 31, 2025 (1 CHF: 1.2616 USD). Mr. Jenisch receives a single bonus denominated in CHF; values in USD are shown for informative purposes only. |

  53. Fiscal Year 2025 Bonus Achievement

    | (2) Mr. Jenisch’s target cash bonus was pro-rated based on the portion of the performance period served in his current role. |

  54. Fiscal Year 2025 Bonus Achievement

    | (3) Messrs. Hill and Gosa, as Segment Presidents, have a majority of their annual cash bonus tied to their respective Segment’s performance. 30% of their annual cash bonus is still tied to full-company, Amrize results. |

  55. Fiscal Year 2025 Bonus Achievement

    Amrize navigated a complex transition to being an independent public company while delivering solid financial performance amidst a challenging business environment. The Compensation Committee and Board determined that the approved annual cash bonus payouts to our NEOs reflect Amrize’s performance during fiscal year 2025.

  56. Long-Term Incentives

    Long-Term Incentives The Compensation Committee made equity grants to our ExCo in connection with the successful Distribution and our status as an independent public entity in fiscal year 2025. Our ExCo received annual equity grants in the intended normal course of our annual compensation program that is intended to provide executives with a total target compensation package that is competitive in the U.S. market for their respective role. Additionally, in connection with the Distribution and history as a division of Holcim, we assumed and transitioned equity awards from our then parent company, Holcim, into awards with respect to shares of Amrize listed on either the NYSE (“NYSE: AMRZ”) or SIX (“SIX: AMRZ”). This applied only to select ExCo with outstanding Holcim equity awards immediately prior to the Distribution (the “Converted Equity Awards”). These awards were granted in the form of performance stock units (“Converted PSUs”) and performance stock options (“Converted PSOs”) that were and continue to be entirely performance-based. Converted Equity Awards are considered to be neither additional compensation nor part of annual target compensation.

  57. Annual Equity Awards

    Annual Equity Awards The Compensation Committee set target award opportunities for our ExCo based on an assessment of competitive market practices in our peer group and broader market in consultation with its independent advisors, as well as with consideration of the experience profile and performance of the individual. The target opportunities of our executives’ equity awards are intended to be competitive for their respective roles in the U.S. market. These equity awards (at their target opportunity value) constitute a majority of our executives’ annual target pay and tie a large portion of our executives’ pay to the shareholder experience.

  58. Annual Equity Awards

    | Component | Detail | Rationale | | Equity Vehicle | 100% Performance-Based Stock Units | Aligns with our compensation philosophy of aligning pay with performance | | Metrics | Adjusted EPS (50% weighting) Relative TSR vs. S&P 500 Industrials Index (50% weighting) | These two metrics directly align with Amrize’s business objectives to grow our overall profits and create shareholder value | | Performance Period | 3 years | Both metrics are measured on a multi-year basis to orient executives to long-term performance and value creation |

  59. Annual Equity Awards

    | Component | Detail | Rationale | | Vesting | 3-year cliff vest | Provides long-term shareholder alignment and encourages retention of our senior leaders |

  60. Annual Equity Awards

    Annual equity awards are delivered solely in performance-based stock units (“PSUs”). We believe this equity vehicle is consistent with our executive compensation philosophy of rewarding pay for performance and engages and energizes our executive team to execute our long-term business strategy. The entirety of the realizable value of these equity awards is dependent on company financial and market performance evaluated against pre-determined goals set and approved by the Compensation Committee and Board. Target long-term incentive award opportunities are defined as follows for each of our NEOs:

  61. Annual Equity Awards

    | Name | 2025 Annual Base Salary (gross) | Target Annual Equity Award Opportunity (as % of Base Salary) | Target Annual Equity Award Opportunity (gross) | | Jan Jenisch(1) | CHF 1,178,400 | 650% | CHF 7,659,600 $9,425,001 | | Ian Johnston | $700,000 | 200% | $1,400,000 | | Denise Singleton | $725,000 | 200% | $1,450,000 | | Jaime Hill | $700,000 | 200% | $1,400,000 | | Jake Gosa(2) | $650,000 | 200% | $1,300,000 |

  62. Annual Equity Awards

    | (1) Mr. Jenisch served as Non-Executive Chairman of Holcim AG from May 1, 2024 until May 14, 2025. After Holcim’s 2025 Annual General Meeting, Mr. Jenisch transitioned to his current role as CEO of Amrize and shifted to his 2025 rate of salary of CHF 1.178 million effective May 15, 2025; his annual equity grant in 2025 was made at the full-year value. Values for Mr. Jenisch reflect a conversion from CHF to U.S. dollars using the foreign exchange rate in effect on August 11, 2025 (1 CHF: 1.2303 USD). Mr. Jenisch’s equity award value was converted from CHF to USD for the purposes of granting equity in shares of Amrize listed on the NYSE. |

  63. Annual Equity Awards

    | (2) Mr. Gosa was hired as President, Building Envelope effective March 2025. His actual base salary paid in fiscal year 2025 was pro-rated for time served in role, and his annual equity award was granted at the full-year value. |

  64. Annual Equity Awards

    The target long-term incentive award opportunities for the other members of the ExCo range from 100% to 200% of Base Salary. Executives whose pay is denominated in CHF (e.g., Mr. Jenisch) are granted annual equity in Amrize shares based on NYSE: AMRZ, same as for our other executives. These individuals’ CHF-denominated target opportunities were converted to U.S. dollars for the purpose of making equity grants using the single-day currency exchange rate on the date of grant. For fiscal year 2025, our annual equity grants were made on August 11, 2025 and CHF-denominated pay was converted to USD for the purpose of making equity grants using the spot rate on that day (1 CHF: 1.2309 USD). Our PSU metrics were selected with the intention of aligning our executive decision-making and operating performance with business priorities most relevant to the Company’s long-term growth, success, and value creation. The Compensation Committee reviewed and approved the PSU design in August 2025 and was supported in its decision-making process by a competitive market analysis conducted by Semler Brossy of similar long-term incentive programs among our peer companies.

  65. Fiscal Year 2025–2027 PSU Metrics

    Fiscal Year 2025–2027 PSU Metrics

  66. Fiscal Year 2025–2027 PSU Metrics

    | Metric | Weight | Rationale | | Adj. EPS | 50% | Aligns our executives with a financial metric that is critical to our long-term success. The Company’s ability to generate long-term, sustainable bottom-line profits is intrinsically tied to Amrize’s growth and value creation. | | Relative TSR (rTSR) vs. S&P 500 Industrials Index | 50% | Aligns our executives directly with the shareholder experience and provides a market-focused balance to the EPS metric. Stock price performance, including reinvestment of dividends, is measured against the S&P 500 Industrials Index, a standard index of U.S. companies that are comparable in financial size and business scope to Amrize. |

  67. Fiscal Year 2025–2027 PSU Metrics

    Annual equity awards will vest based on Company performance evaluated against pre-determined goals approved by the Compensation Committee; no portion of the award is guaranteed or absent of performance-based conditions. Performance that falls below the threshold goal for each metric will result in no achievement of any portion of the award weighted to the respective metric. The PSUs may be achieved in a range of 0% to 200% of the target award opportunity.

  68. Fiscal Years 2025–2027 PSUs (granted August 11, 2025)

    Fiscal Years 2025–2027 PSUs (granted August 11, 2025)

  69. Fiscal Years 2025–2027 PSUs (granted August 11, 2025)

    | Metric | Weight | Threshold (50% of target) | Target (100% of target) | Maximum (200% of target) | | Adj. EPS | 50% | Performance goals will be disclosed following the conclusion of the performance period | | | | rTSR vs. S&P 500 Industrials Index | 50% | 25th percentile | 50th percentile | ≥75th percentile |

  70. Jake Gosa New-Hire Replacement Equity Award

    Jake Gosa New-Hire Replacement Equity Award Mr. Gosa’s joined as President, Building Envelope effective March 2025. Mr. Gosa’s compensation package was designed with consideration of the competitive market for executive talent, his prior experience, and criticality of role to the future success of Amrize. His total pay package was determined in conjunction with a review of market data for similar roles among our peer companies provided by Semler Brossy. As an incentive to accept his offer, Mr. Gosa was awarded time-based restricted stock units with a target value of $2.635 million. This equity award was approved by the Compensation Committee and Board in August 2025 as a make-whole to account for forfeited compensation from Mr. Gosa’s previous employer in connection with acceptance of his employment offer. This award was granted on the same date in August 2025 as our fiscal year 2025 annual equity grants. This equity award has a vesting schedule so that $1.75 million of the target value will vest on the one-year anniversary of the grant date, and the remaining $885,000 will vest on the two-year anniversary subject to continued employment.

  71. Converted Equity Awards

    Converted Equity Awards Select members of our executive team were employed at our former parent company, Holcim, and have since become NEOs or ExCo members of Amrize. These executives had generally worked in the North American Business Segments of pre-Distribution Holcim and/or oversaw entire corporate functions inclusive of pre-Distribution Holcim’s North American business. The NEOs impacted include Messrs. Jenisch, Johnston, and Hill. Equity awards that were outstanding immediately prior to the Distribution for these select executives were assumed by Amrize to provide continuity and further align executives with Amrize’s go-forward business objectives. These awards were and continue to be entirely contingent on performance-based conditions reviewed by the Compensation Committee and Board. These equity awards were granted in the form of PSUs and PSOs. Upon assumption by Amrize, these equity awards were converted from shares of Holcim to shares of Amrize based on our listing on either the NYSE or SIX in a method consistent with that described in our Employee Matters Agreement filed as Exhibit No. 10.3 with our Form 8-K on June 23, 2025. These equity awards were converted to shares of Amrize based on our listing on either the NYSE or SIX and granted to the applicable executives on the Distribution Date. The conversion mechanics (see sections “Step 1: Converted PSO Share Unit Conversion” and “Step 2: Converted PSO Strike Price Adjustment” for further details) associated with granting these awards in shares of Amrize resulted in an incremental expense to the value of Mr. Jenisch’s Converted PSOs of $102,171. This amount does not reflect additional compensation awarded by the Compensation Committee to Mr. Jenisch and is solely a result of administrative actions taken in connection with our Distribution. These awards did not lose their performance-based conditions upon conversion to Amrize shares. The entirety of any realized value from the Converted Equity Awards continues to be contingent on performance conditions and no portion of these awards are guaranteed to our executives. The Converted Equity Awards are subject to a combination of financial and market conditions with a goal-setting philosophy that is similar to our annual equity awards.

  72. Converted PSUs

    Converted PSUs PSUs granted by our former parent company were converted to PSUs tied to Amrize shares based on NYSE: AMRZ. The number of PSUs to grant(1) was determined by multiplying the number of Converted PSUs held immediately prior to the Distribution by the ratio of SIX: HOLN’s closing price on the last trading day (June 20, 2025) preceding the Distribution Date (June 23, 2025) to SIX: AMRZ’s opening price on the Distribution Date, equal to 2.0365 (the “Conversion Ratio”)(2).

  73. Converted PSU Share Unit Conversion

    Converted PSU Share Unit Conversion This conversion method was designed to keep consistent the fair value of the equity awards between the two discrete points immediately prior to and immediately after the Distribution. These awards continue to be tied to performance-based conditions. Awards were set with threshold goals for which performance falling beneath the threshold resulted in no payout for the weighted portion applicable to that metric. Final payouts for the Converted PSUs may fall within a range of 0% to 200% of the target award opportunity. At the time of the Distribution, both cycles of the Converted PSUs had in-progress performance periods. The treatment of these awards differed based on the fraction of the performance period that had elapsed as of the Distribution Date. (1) The number of PSUs was rounded up to the nearest whole number of PSUs where necessary. (2) The Conversion Ratio was rounded to four decimal places.

  74. Fiscal Year 2023–2025 Converted PSUs

    Fiscal Year 2023–2025 Converted PSUs At the time of the Distribution, over 50% of the performance period for the Fiscal Years 2023–2025 awards had elapsed and the final year of the performance period was underway. Since a majority of the performance had been conducted under the combined entity prior to the Distribution Date, the Compensation Committee and Board approved for an amount equal to the fraction of the performance period elapsed at the time of Distribution to be weighted to performance of the combined, pre-Distribution entity. Accordingly, five-sixths of the vesting for this set of equity awards was determined based on the performance of the combined entity through the Distribution Date. Performance was evaluated against goals set by the Nomination, Compensation & Governance Committee of Holcim. The remaining one-sixth of the performance evaluation was conducted against performance goals set by the Compensation Committee for the period between the Distribution Date and end of fiscal year 2025. Metrics used to evaluate performance for these awards were designed to keep consistent with that of the legacy design except for the non-financial and non-market performance metrics. These performance conditions were omitted from the evaluation of performance for the period post-Distribution to align with Amrize’s go-forward strategy and status as a newly public independent entity in the North American business and talent market. Performance of the pre-Distribution, combined entity made up five-sixths of the awards evaluated against the following goals and metrics set by Holcim’s Nomination, Compensation & Governance Committee. Performance for this period was evaluated for the period beginning fiscal year 2023 and ending on the Distribution Date.

  75. 5/6(ths) of Performance Factor for Fiscal Years 2023–2025 Converted PSUs

    5/6(ths) of Performance Factor for Fiscal Years 2023–2025 Converted PSUs

  76. 5/6(ths) of Performance Factor for Fiscal Years 2023–2025 Converted PSUs

    | Metric | Weight | Target | Actual | Actual Payout (% of Target) | | EPS before impairment and divestments | 1/3rd of total | $5.60 | $5.71 | 179% | | ROIC | 1/3rd of total | 9% | 10.40% | 200% | | Sustainability | 1/3rd of total | See below | See below | See below | | CO2 Emitted (kg/t cem) | 50% of Sustainability | 532 | 528 | 150% | | Quantity of waste derived resource (M tons) | 25% of Sustainability | 18.4 | 17.2 | 60% | | Freshwater Withdrawn (liters/t cem) | 25% of Sustainability | 298 | 275 | 200% | | Weighted Total Vesting (% of target) | | | | 173% |

  77. 5/6(ths) of Performance Factor for Fiscal Years 2023–2025 Converted PSUs

    The remaining one-sixth of the final performance factor was evaluated based on Amrize’s performance in the period following the Distribution through end of fiscal year 2025. Performance was evaluated against goals approved by the Compensation Committee and Board and are reflective of Amrize’s performance and objectives as an independent public entity.

  78. 1/6th of Performance Factor for Fiscal Year 2023–2025 Converted PSUs

    1/6th of Performance Factor for Fiscal Year 2023–2025 Converted PSUs

  79. 1/6th of Performance Factor for Fiscal Year 2023–2025 Converted PSUs

    | Metric | Weight | Target | Actual | Actual Payout (% of Target) | | Adj. EPS | 50% | $2.20 | $2.40 | 200% | | ROIC | 50% | 9% | 9.60% | 160% | | Weighted Total Vesting (% of target) | | | | 180% |

  80. 1/6th of Performance Factor for Fiscal Year 2023–2025 Converted PSUs

    The adjusted EPS growth goals were approved by the Compensation Committee and Board using Amrize’s pro-forma adjusted EPS for fiscal year 2022 as the baseline and maintaining the original growth goals (e.g., 5% CAGR for target performance). ROIC goals were also approved by the Compensation Committee and Board. The final performance factor was determined using the weightings indicated for the pre- and post-Distribution performance periods of the total performance period: Performance for both periods resulted in a final performance factor of 174% of target for the fiscal years 2023–2025 Converted PSUs.

  81. Fiscal Years 2023–2025 Parent PSUs Grant Detail

    Fiscal Years 2023–2025 Parent PSUs Grant Detail

  82. Fiscal Years 2023–2025 Parent PSUs Grant Detail

    | Name | Amrize Shares at Target | Actual Payout (as % of Target) | Actual Amrize Shares Earned | | Jan Jenisch | 79,567 | 174% | 138,447 | | Ian Johnston | 2,444 | 174% | 4,253 | | Jaime Hill | 3,666 | 174% | 6,379 |

  83. Fiscal Years 2024–2026 Converted PSUs

    Fiscal Years 2024–2026 Converted PSUs At the time of the Distribution, a majority of the performance period for the fiscal years 2024–2026 Converted PSUs had not elapsed. Since a substantial portion of the performance period had not yet elapsed, the Compensation Committee approved 100% of the final performance factor to be based on Amrize’s post-Distribution performance as an independent public entity. The performance period for these equity awards began on the Distribution Date and will end on December 31, 2026. The Compensation Committee chose this goal-setting approach to align equity awarded to our NEOs with performance metrics relevant to the Company’s business strategy. Performance metrics were aligned with those of our Fiscal Years 2025–2027 PSUs.

  84. 100% of Final Performance Factor for Fiscal Years 2024–2026 Converted PSUs

    100% of Final Performance Factor for Fiscal Years 2024–2026 Converted PSUs

  85. 100% of Final Performance Factor for Fiscal Years 2024–2026 Converted PSUs

    | Metric | Weight | Threshold (50% of target) | Target (100% of target) | Maximum (200% of target) | | Adj. EPS | 50% | Performance goals will be disclosed following the conclusion of the performance period | | | | Relative TSR vs. S&P 500 Industrials Index | 50% | 25th percentile | 50th percentile | ≥75th percentile |

  86. 100% of Final Performance Factor for Fiscal Years 2024–2026 Converted PSUs

    The adjusted EPS metric referred to Amrize’s pro-forma fiscal year 2023 adjusted EPS value while a division of Holcim as the baseline value against which to measure annualized growth ending in the measurement year (i.e., fiscal year 2026). Relative TSR will be measured against the S&P 500 Industrials Index for the period beginning on the Distribution Date and ending on December 31, 2026. The Compensation Committee believes this design orients executives to long-term performance and delivering sustainable results that are aligned with value creation and business growth.

  87. Fiscal Years 2024–2026 Parent PSUs Grant Detail

    Fiscal Years 2024–2026 Parent PSUs Grant Detail

  88. Fiscal Years 2024–2026 Parent PSUs Grant Detail

    | Name | Amrize Shares at Target | | Jan Jenisch | 21,451 | | Ian Johnston | 2,444 | | Jaime Hill | 3,666 |

  89. Converted PSOs

    Converted PSOs PSOs granted by our former parent company were converted to PSOs tied to Amrize shares based on SIX: AMRZ. This conversion required a 2-step process to determine the number of underlying Amrize shares as well as the strike price of the PSOs. The number of PSOs to grant using Amrize shares and corresponding strike price of these options were calculated with the principle of maintaining the intrinsic value of these equity awards immediately prior to and immediately after the Distribution. Step 1: The number of Amrize PSOs granted was calculated using the same methodology used for the Converted PSUs. Step 1: Converted PSO Share Unit Conversion: Step 2: The new strike price was calculated by dividing the pre-Distribution strike price of the Converted PSOs by the Conversion Ratio. Step 2: Converted PSO Strike Price Adjustment: These PSOs continued to carry their performance-based vesting restrictions following the Distribution. PSOs were granted at maximum performance, and final vesting of the Converted PSOs may range from between 0% to 100% of the amount granted based on the following performance schedule:

  90. Converted PSOs

    Vesting of Converted PSOs were and continue to be tied to relative TSR measured over a five-year performance period against a custom set of international building materials companies (the “PSO rTSR Group”). This is consistent with the legacy design established by the Nomination, Compensation & Governance Committee of Holcim. Relative TSR is the sole performance metric used for the Converted PSOs.

  91. 2021 – 2025 Converted PSOs Performance Achievement Detail

    | Metric | Weight | Threshold (25% of PSOs granted) | Target (50% of PSOs granted) | Maximum (100% of PSOs granted) | Actual Result | Actual Payout (% of PSOs granted) | | 5-Year rTSR vs. PSO rTSR Group | 100% | 50th percentile | 60th percentile | ≥75th percentile | 79th percentile | 100% |

  92. 2021 Converted PSO Grant Detail

    | Name | PSOs Granted | Actual Payout (as % of PSO granted) | Actual PSOs Earned | | Jan Jenisch | 620,715 | 100% | 620,715 |

  93. 2022, 2023, and 2024 Converted PSOs

    2022, 2023, and 2024 Converted PSOs The 2022, 2023, and 2024 Converted PSOs continue to remain outstanding through the end of their respective performance periods. These equity awards were converted using the same methodology used for 2021 Converted PSOs and were also granted on the Distribution Date along with the other Converted Equity Awards. Further details on amounts granted can be found in our Grant of Plan-Based Awards table.

  94. Severance Benefits

    Severance Benefits Per their employment contracts, our executives are subject to a notice period of 12 months. They are not entitled to termination payments or any change of control provisions, other than the accelerated vesting of equity mentioned in the section on the long-term incentive. Their contract may foresee non-competition provisions where commercially justified, which are limited in time to a maximum of 12 months and may not provide for compensation exceeding the average compensation of the last three financial years (as per Swiss corporate law). See section “Potential Payments upon Termination or Change in Control” for additional information concerning the benefits made available and the circumstances under which benefits will be made available.

  95. Compensation Risk Assessment

    | • | Compensation practices and policies are benchmarked against a group of similarly sized and relevant peers in directly comparable and adjacent industries to Amrize |

  96. Compensation Risk Assessment

    | • | Incentive program designs are meant to discourage excessive risk-taking (e.g., maximum payout caps, clawback provisions for erroneously awarded incentives) |

  97. Compensation Risk Assessment

    | • | Pay levels are set and approved by the Compensation Committee following a review of market data |

  98. Compensation Risk Assessment

    | • | The Compensation Committee certifies all final performance results and payouts of annual cash and equity incentive programs |

  99. Nonqualified Deferred Compensation Plans

    Nonqualified Deferred Compensation Plans Mr. Johnston participates in the Lafarge Canada Inc. U.S. Supplemental Executive Retirement Plan (the “Lafarge Canada SERP”) in Canada. Ms. Singleton and Messrs. Johnston, Gosa and Hill participate in the U.S. Executive Deferred Compensation Plan (the “US EDCP”). Under the US EDCP, a participant may defer up to 50% of base salary and 100% of bonus compensation until termination of employment. Payments may be taken in a lump sum or installments over a period of ten years. Under the Lafarge Canada SERP, no employee deferrals are permitted. Payments may be taken in a lump sum or installments over a period of ten years. Amounts contributed under the US EDCP and the Lafarge Canada SERP are credited with market earnings based on the same fund choices available to all employees under the Company’s tax-qualified plans. These fund choices include a broad-based selection of equity and fixed income funds that are selected by participants. Participants may change these fund choices on a daily basis. Tax rules limit the size of contributions that can be made to individuals pursuant to tax-qualified defined contribution plans. These limits are based on the annual compensation of plan participants. Because of these limits, certain participants (including NEOs) are unable to receive their full contribution pursuant to the terms and conditions of the underlying tax-qualified plan. To account for these limitations, the Company utilizes nonqualified defined contribution plans such as the U.S. EDCP and the Lafarge Canada SERP. Under these plans, the Company makes an additional “annual contribution” to those executives whose calculated contribution to their tax-qualified plan accounts was limited by tax laws.

  100. Pension Benefits

    Pension Benefits Mr. Jenisch, together with other Amrize employees in Switzerland, participates in the Holcim Pension Fund and the Holcim Supplementary Pension Fund, which also provide benefits to employees of Holcim. The Company’s pension arrangements in Switzerland are structured as cash balance benefit plans and are accounted for as defined benefit pension plans. Employer and employee retirement savings contributions are determined in accordance with the applicable pension fund regulations and are based on age-related percentage scales applied to pensionable salary. The normal retirement age under both plans is 65, and actuarially reduced early retirement benefits may commence as early as age 58. Mr. Johnston ceased participation in the Amrize Canada Inc. retirement program on the date he became an employee of Amrize US. As of that date, he had accumulated an entitlement under the Amrize Canada Inc. US Supplemental Retirement Plan for Executive Employees (the “DB SERP”), which is a lifetime pension payable at age 60. He also accumulated an entitlement under the Supplemental Defined Contribution Retirement Plan for Designated Employees of Amrize Canada Inc. (the “Notional SERP”), which is payable in a lump sum upon the termination of his employment with Amrize US.

  101. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table provides information regarding the compensation and benefits earned during the previous fiscal year, and prior years where applicable, by our NEOs. The amounts reflected in the table may not reconcile to the amounts set forth in the Compensation Tables Audited Under Swiss Law due to different legal disclosure requirements. For more information, please reference the “Compensation Discussion and Analysis.”

  102. 2025 Summary Compensation Table

    | Name and Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Changes in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All other Compensation ($)(6) | Total Compensation ($) | | Jan Jenisch(7) Chief Executive Officer | 2025 | 1,544,936 | — | 9,839,951 | 102,171 | 1,862,003 | 84,468 | 32,801 | 13,466,330 | | | 2024 | 1,734,300 | — | 857,012 | 348,041 | 1,437,993 | — | 16,975 | 4,394,321 | | Ian Johnston Chief Financial Officer | 2025 | 700,000 | — | 1,461,693 | — | 836,262 | — | 80,630 | 3,078,585 | | | 2024 | 468,188 | 125,000 | 97,637 | — | 505,445 | — | 80,024 | 1,276,294 | | Jake Gosa President, Building Envelope | 2025 | 509,315 | — | 3,992,328 | — | 463,730 | — | 55,195 | 5,020,568 | | Denise Singleton Chief Legal Officer and Corporate Secretary | 2025 | 725,000 | — | 1,513,907 | — | 818,010 | — | 308,624 | 3,365,541 | | Jaime Hill President, Building Materials | 2025 | 700,000 | — | 1,461,693 | — | 982,737 | — | 86,384 | 3,230,814 | | | 2024 | 520,354 | 175,000 | 146,456 | — | 765,017 | — | 15,144 | 1,621,971 |

  103. 2025 Summary Compensation Table

    | (1) Amounts reported in this column represent the NEO’s base salary earned during the year. Mr. Jenisch’s reported salary amount includes cash fees earned in his capacity as Chair of Holcim from January 1, 2025 to April 30, 2025. |

  104. 2025 Summary Compensation Table

    | (2) Amounts reported in this column represent the aggregate grant date fair value of the Amrize PSUs granted to Messrs. Jenisch, Johnston, Gosa, and Hill and Ms. Singleton, and RSUs granted to Mr. Gosa, calculated in accordance with generally accepted accounting principles for stock-based compensation in Accounting Standards Codification Topic 718. Assumptions used in determining values are detailed in “—2025 Grants of Plan-Based Awards.”. The fair value of the PSUs was based on the probable outcome of the performance conditions applicable to such awards as of the date of the grant. This amount is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under ASC Topic 718, excluding the effect of estimated forfeitures. The grant date fair values of the PSUs assuming that the highest level of performance conditions will be achieved are $18,850,038 for Mr. Jenisch, $2,800,113 for Mr. Johnston, $2,600,064 for Mr. Gosa, $2,800,113 for Mr. Hill, and $2,900,137 for Ms. Singleton. |

  105. 2025 Summary Compensation Table

    | (3) The amount disclosed with respect to Mr. Jenisch represents the incremental compensation expense we incurred in connection with the Spin-off. |

  106. 2025 Summary Compensation Table

    | (4) The amounts shown in this column for 2025 represent payments made pursuant to the Annual short-term incentive plan. |

  107. 2025 Summary Compensation Table

    | (5) The amounts shown in this column represent the change in the actuarial present value for the NEOs during 2025. None of the NEOs had above market earnings in a non-qualified deferred compensation account in 2025. |

  108. 2025 Summary Compensation Table

    | (6) Amounts shown include Amrize’s contributions to qualified and nonqualified defined contribution plans, perquisites and personal benefits as detailed in the table below. |

  109. 2025 Summary Compensation Table

    | Name | 401K Match ($)(a) | Other Company Contributions ($)(b) | Car Allowance ($)(c) | Relocation Allowance ($)(d) | Gross-ups ($)(e) | Total ($)(f) | | Jan Jenisch | — | — | 32,801 | — | — | 32,801 | | Ian Johnston | 31,500 | 31,061 | 18,069 | — | — | 80,630 | | Jake Gosa | 31,500 | 5,626 | 18,069 | — | — | 55,195 | | Denise Singleton | 36,750 | 32,692 | 16,954 | 123,565 | 98,663 | 308,624 | | Jaime Hill | 36,750 | 31,565 | 18,069 | — | — | 86,384 |

  110. 2025 Summary Compensation Table

    | (a) Amounts in this column represent employer contributions to our 401(k) plan in the fiscal year ended December 31, 2025. |

  111. 2025 Summary Compensation Table

    | (b) Amounts in this column represent employer contributions to Non-qualified Deferred Compensation Plan, Health Savings Account, ECDP and Employee Assistance Program in the fiscal year ended December 31, 2025. |

  112. 2025 Summary Compensation Table

    | (c) Amrize provides monthly allowances for certain car and transportation costs. Amounts in this column represent the value of this allowance for the fiscal year ended December 31, 2025. |

  113. 2025 Summary Compensation Table

    | (d) Amounts in this column represent the cost to the Company for certain benefits provided to Ms. Singleton pursuant to our US Domestic Relocation Policy for the fiscal year ended December 31, 2025. |

  114. 2025 Summary Compensation Table

    | (e) Ms. Singleton’s relocation reimbursements were grossed up for tax purposes so that her relocation costs could be fully covered to the extent of our policy. Amounts in this column represent the value of these gross-ups for the fiscal year ended December 31, 2025. |

  115. 2025 Summary Compensation Table

    | (7) Values for Mr. Jenisch reflect a conversion from CHF to U.S. dollars using the foreign exchange rate in effect on December 31, 2025 (1.2616). |

  116. 2025 Grants of Plan Based Awards Table

    2025 Grants of Plan Based Awards Table The following table sets forth certain information regarding grants of plan-based awards to each of NEOs during fiscal year 2025. For more information, please refer to the “Compensation Discussion and Analysis.”

  117. 2025 Grants of Plan Based Awards Table

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date FV of Stock and Option Awards ($)(5)(6) | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Jan Jenisch | | 701,372 | 1,402,745 | 2,805,489 | | | | | | | | 8/11/2025(2) | | | | 49,752 | 99,504 | 199,008 | | 4,712,509 | | | 8/11/2025(3) | | | | 49,752 | 99,504 | 199,008 | | 5,127,441 | | | 6/23/2025 | | | | | | | | 102,171 | | Ian Johnston | | 315,000 | 630,000 | 1,260,000 | | | | | | | | 8/11/2025(2) | | | | 7,391 | 14,781 | 29,562 | | 700,028 | | | 8/11/2025(3) | | | | 7,391 | 14,781 | 29,562 | | 761,665 | | Jake Gosa | | 292,500 | 585,000 | 1,170,000 | | | | | | | | 8/11/2025(2) | | | | 6,863 | 13,725 | 27,450 | | 650,016 | | | 8/11/2025(3) | | | | 6,863 | 13,725 | 27,450 | | 707,249 | | | 8/11/2025(4) | | | | | | | 55,639 | 2,635,063 | | Denise Singleton | | 308,125 | 616,250 | 1,232,500 | | | | | | | | 8/11/2025(2) | | | | 7,655 | 15,309 | 30,618 | | 725,034 | | | 8/11/2025(3) | | | | 7,655 | 15,309 | 30,618 | | 788,873 | | Jaime Hill | | 315,000 | 630,000 | 1,260,000 | | | | | | | | 8/11/2025(2) | | | | 7,391 | 14,781 | 29,562 | | 700,028 | | | 8/11/2025(3) | | | | 7,391 | 14,781 | 29,562 | | 761,665 |

  118. 2025 Grants of Plan Based Awards Table

    | (1) Amounts shown in this column of the table above represent the potential opportunities under Cash Incentive Awards granted in 2025. A target Cash Incentive Award is established at the beginning of the relevant fiscal year (or upon hire as appropriate), based on a percentage of the NEO’s base salary. Target Cash Incentive Award for Mr. Jenisch represents 150% of base salary from May 15, 2025 to December 31, 2025. Target Cash Incentive Award for Mr. Johnston represents 90% of base salary from January 1, 2025 to December 31, 2025. Target Cash Incentive Award for Mr. Hill represents 90% of base salary from January 1, 2025 to December 31, 2025. Target Cash Incentive Award for Mr. Gosa represents 90% of his annualized base salary for 2025 (his employment with the Company began March 21, 2025). Target Cash Incentive Award for Ms. Singleton represents 85% of base salary from January 1, 2025 to December 31, 2025. Values for Mr. Jenisch reflect a conversion from CHF to U.S. dollars using the foreign exchange rate in effect on December 31, 2025. |

  119. 2025 Grants of Plan Based Awards Table

    | (2) Amounts shown for these awards represent the potential payout range of certain PSUs granted in 2025. Vesting for these PSUs is based upon performance against Company’s EPS growth. At the conclusion of the three-year performance period, the actual award, delivered as Amrize NYSE Shares, can range from 0% to 200% of the original grant with the achievement factors interpolated linearly. |

  120. 2025 Grants of Plan Based Awards Table

    | (3) Amounts shown for these awards represent the potential payout range of certain PSUs granted in 2025. Vesting for these PSUs is based upon the Company’s TSR performance compared to the TSR of the companies in the S&P 500 Industrials Index. At the conclusion of the three-year performance period, the actual award, delivered as Amrize NYSE Shares, can range from 0% to 200% of the original grant with the achievement factors interpolated linearly. |

  121. 2025 Grants of Plan Based Awards Table

    | (4) Amounts shown for these awards represent the number of RSUs granted on August 11, 2025 as a sign-on equity award to Mr. Gosa. Vesting for these RSUs is as follows: 36,952 on March 21, 2026 and 18,687 on March 21, 2027 provided that Mr. Gosa remains in continuous employment with the Company. |

  122. 2025 Grants of Plan Based Awards Table

    | (5) Amounts shown for Mr. Jenisch represent the incremental increase in fair value related to the conversion of his outstanding PSOs in connection with the Company’s separation from Holcim. |

  123. 2025 Grants of Plan Based Awards Table

    | (6) For Amrize Equity Awards, the grant date fair value is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under ASC Topic 718, excluding the effect of estimated forfeitures. For the PSUs, the grant date fair value is based upon the probable outcome of the performance conditions. |

  124. 2025 Outstanding Equity Awards Table

    2025 Outstanding Equity Awards Table The following table provides information regarding outstanding equity awards for each of our NEOs, and includes unexercised performance-based stock options, unvested PSUs, and unvested RSUs. The market value for stock awards (RSUs and PSUs at target) is determined by multiplying the number of shares subject to such awards by the closing price of Amrize shares on the NYSE on the last trading day of the fiscal year.

  125. 2025 Outstanding Equity Awards Table

    | Name | Grant Date | Option Awards(1) | Stock Awards(4) | | | | | | | | | | Number of securities underlying unexercised options (#) unexercisable | Equity Incentive Plan Awards: Number of securities underlying unexercised unearned options (#) | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of share or units of stock that have not vested ($) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) | | Jan Jenisch | 8/11/2025(5) | | | | | | | 99,504 | 5,381,176 | | | 8/11/2025(6) | | | | | | | 99,504 | 5,381,176 | | | 3/1/2023(7) | | | | | 159,134 | 8,605,967 | | | | | 3/1/2024(5) | | | | | | | 10,725 | 580,008 | | | 3/1/2024(6) | | | | | | | 10,726 | 580,062 | | | 3/1/2021(2) | 620,715 | — | 30.67 | 3/1/2031 | | | | | | | 3/1/2022(3) | — | 777,663 | 27.71 | 3/1/2032 | | | | | | | 3/1/2023(3) | — | 509,503 | 34.58 | 3/1/2033 | | | | | | | 3/1/2024(3) | — | 159,272 | 42.76 | 3/1/2034 | | | | | | Ian Johnston | 8/11/2025(5) | | | | | | | 14,781 | 799,356 | | | 8/11/2025(6) | | | | | | | 14,781 | 799,356 | | | 3/1/2023(7) | | | | | 4,888 | 264,343 | | | | | 3/1/2024(5) | | | | | | | 1,222 | 66,086 | | | 3/1/2024(6) | | | | | | | 1,222 | 66,086 | | Jake Gosa | 8/11/2025(5) | | | | | | | 13,725 | 742,248 | | | 8/11/2025(6) | | | | | | | 13,725 | 742,248 | | | 8/11/2025(8) | | | | | 55,639 | 3,008,957 | | | | Denise Singleton | 8/11/2025(5) | | | | | | | 15,309 | 827,911 | | | 8/11/2025(6) | | | | | | | 15,309 | 827,911 | | Jaime Hill | 8/11/2025(5) | | | | | | | 14,781 | 799,356 | | | 8/11/2025(6) | | | | | | | 14,781 | 799,356 | | | 3/1/2023(7) | | | | | 7,332 | 396,515 | | | | | 3/1/2024(5) | | | | | | | 1,833 | 99,129 | | | 3/1/2024(6) | | | | | | | 1,833 | 99,129 |

  126. 2025 Outstanding Equity Awards Table

    | (1) The following table provides an overview of the performance measurement period for Amrize’s PSOs with outstanding vesting dates as of December 31, 2025: |

  127. 2025 Outstanding Equity Awards Table

    | Expiration Date | Performance period end date | Vest Date | | March 1, 2031 | December 31, 2025 | March 1, 2026 | | March 1, 2032 | December 31, 2026 | March 1, 2027 | | March 1, 2033 | December 31, 2027 | March 1, 2028 | | March 1, 2034 | December 31, 2028 | March 1, 2029 |

  128. 2025 Outstanding Equity Awards Table

    | (2) The performance period for the March 1, 2021 PSOs ended on December 31, 2025. Performance achievement for this PSO was 100%, but the number of shares achieved remains unexercisable until the vest date of March 1, 2026. |

  129. 2025 Outstanding Equity Awards Table

    | (3) Based on achievement of maximum level of performance (100%). |

  130. 2025 Outstanding Equity Awards Table

    | (4) The following table provides an overview of the performance measurement period for Amrize’s PSUs with outstanding vesting dates as of December 31, 2025: |

  131. 2025 Outstanding Equity Awards Table

    | Grant Date | Performance Period End Date | Vest Date | | March 1, 2023 | December 31, 2025 | March 1, 2026 | | March 1, 2024 | December 31, 2026 | March 1, 2027 | | August 11, 2025 | December 31, 2027 | March 1, 2028 |

  132. 2025 Outstanding Equity Awards Table

    | (5) Represents the number of shares related to the 2024 and 2025 PSU awards subject to an EPS performance metric based on target level of performance. The EPS targets are weighted 50% of the total award. |

  133. 2025 Outstanding Equity Awards Table

    | (6) Represents the number of shares related to the 2024 and 2025 PSU awards subject to a Relative Total Shareholder Return (rTSR) market condition based on target level of performance. The rTSR targets are weighted 50% of the total award. |

  134. 2025 Outstanding Equity Awards Table

    | (7) The performance period for the PSUs granted on March 1, 2023 ended on December 31, 2025. For purposes of this table, performance achievement based on EPS and ROIC metrics was assumed to be 200% as of December 31, 2025. Actual performance achievement was 174%. The market value is computed using the closing price of $54.08 as of December 31, 2025. |

  135. 2025 Outstanding Equity Awards Table

    | (8) On August 11, 2025, Mr. Gosa received sign-on RSU grant. Vesting for these RSUs is as follows: 36,952 on March 21, 2026 and 18,687 on March 21, 2027 provided that Mr. Gosa remains in continuous employment with the Company. The market value is computed using the closing price of $54.08 as of December 31, 2025. |

  136. Option Exercises and Stock Vested During the Fiscal Year 2025

    Option Exercises and Stock Vested During the Fiscal Year 2025 The following table provides the number of shares acquired and the value realized upon exercises of stock options and the vesting of performance-based stock options and PSUs during the fiscal year 2025 by each of our NEOs.

  137. Option Exercises and Stock Vested During the Fiscal Year 2025

    | Name | Option Awards | | Stock Awards | | | | # of Shares Acquired on Exercise (#)(2) | Value Realized on Exercise ($) | # of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($) | | Jan Jenisch(1) | 1,373,231 | 44,674,823 | 165,864 | 10,124,159 | | Ian Johnston | — | — | 4,082 | 249,133 | | Jake Gosa | — | — | — | — | | Denise Singleton | — | — | — | — | | Jaime Hill | — | — | — | — |

  138. Option Exercises and Stock Vested During the Fiscal Year 2025

    | (1) Dollar amounts reflect a conversion from CHF to U.S. dollars using the foreign exchange rate in effect on December 31, 2025 (1.1626). |

  139. Option Exercises and Stock Vested During the Fiscal Year 2025

    | (2) The option awards and stock awards listed above were exercised or vested, respectively, prior to Amrize’s spin-off from Holcim. The number of shares has been converted to Amrize shares using the conversion ratio of 2.0367. |

  140. 2025 Pension Benefits Table

    2025 Pension Benefits Table Amrize sponsors several nonqualified pension plans in North America that were designed to restore benefits from tax-qualified retirement plans that were otherwise limited due to government benefit limitations. These nonqualified pension plans — the Lafarge North America Inc. Supplemental Executive Retirement Plan (the “Lafarge NA SERP”) in the United States and the Lafarge Canada SERP (as defined below) in Canada — are closed to new hires and no additional benefits are accruing in these plans. The benefit amount in the Lafarge NA SERP was frozen as of June 30, 2015 while the Lafarge Canada SERP froze credited service as of December 31, 2019 and the total benefit amount as of December 31, 2020. Normal retirement is age 65 for both plans. The Lafarge NA SERP permits benefits to commence as early as age 63 unreduced and age 55 with 6% per year reductions from age 63. The Lafarge Canada SERP permits benefits to commence unreduced as early as age 60 if age and service combined is at least 85 or after 30 years of service. Early retirement benefits are otherwise available in Canada as early as age 55, but benefits are reduced by 4% per year from the unreduced retirement age. The general underlying benefit formulas for the Lafarge NA SERP and the Lafarge Canada SERP were both based on final 5-year average of earnings (base salary, overtime pay, commissions, and bonus compensation) as follows: United States: (1.33% of Final Average Earnings) x Credited Service Canada: (1.75% of Final Average Earnings) x Credited Service The Company’s pension plans in Switzerland are structured as cash balance benefit plans and are accounted for as defined benefit pension plans. Retirement savings contributions from both employer and employees are determined under pension fund rules based on age-related sliding scales of percentages of salary ranging from 5.3% to 17.2% of salary for employer and from 5.8% to 13.6% of salary for employees. Under Swiss law, the pension fund annually guarantees the vested benefit amount to its members. The Company’s Swiss pension plans comply with the regulatory framework, ensuring a minimum level of benefits. Amrize employees in Switzerland participate in the Holcim Pension Fund and Holcim Supplementary Pension Fund, which also cover Holcim employees. Normal retirement is age 65 for both plans, and the plans permit reduced benefits to commence as early as age 58. The following table provides information regarding participation by our NEOs in Company pension and supplemental executive retirement plan programs during fiscal year 2025 and at fiscal year-end.

  141. 2025 Pension Benefits Table

    | Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefits ($)(1) | Payments during Last Fiscal Year ($) | | Jan Jenisch | Holcim Pension Fund | 1 | 54,377 | — | | | Holcim Supplementary Pension Fund | 1 | 521,137 | — | | Ian Johnston | Lafarge Canada SERP | 22 | 343,437 | — |

  142. 2025 Pension Benefits Table

    | (1) Value for Mr. Johnston reflects a conversion from CAD to U.S. dollars using the foreign exchange rate in effect on December 31, 2025 (0.7286). Value for Mr. Jenisch reflects a conversion from CHF to U.S. dollars using the foreign exchange rate in effect on December 31, 2025 (1.2616). |

  143. 2025 Nonqualified Deferred Compensation Table

    2025 Nonqualified Deferred Compensation Table The following table sets forth information regarding the participation by our NEOs in the Amrize Executive Deferred Compensation Plan during fiscal year 2025 and at fiscal year-end.

  144. 2025 Nonqualified Deferred Compensation Table

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in last FY ($)(1) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last FYE ($) | | Jan Jenisch | — | — | — | — | — | | Ian Johnston | — | 31,044 | 3,997 | — | 35,042 | | Jake Gosa | — | 5,603 | 54 | — | 5,657 | | Denise Singleton | — | 32,675 | 1,993 | — | 34,669 | | Jaime Hill | — | 31,548 | 2,410 | — | 33,959 |

  145. 2025 Nonqualified Deferred Compensation Table

    | (1) The amount shown under registrant contributions is included in the Company contributions to savings plans for each NEO shown above in the All Other Compensation Table. |

  146. 2025 Nonqualified Deferred Compensation Table

    | (2) The amount shown under aggregate earnings are not included in the Summary Compensation Table as there were no above-market or preferential earnings. |

  147. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Amrize does not have severance plans that provide for any supplemental compensation or benefits upon a termination of employment. Potential payments associated with notice of termination of employment for salaries, incentive programs and other benefits are defined by employment agreements, offer letters or incentive award agreements. See section “Compensation Discussion and Analysis—Employment Contracts” for summaries our NEOs’ employment agreements. Key provisions of our treatment of employees upon termination include:

  148. Potential Payments upon Termination or Change in Control

    | • | Base Salaries: Employees are entitled to a 12-month pre-termination notice period. If notice is provided by either the employee or the Company, the employee is able to receive continuation of salary payments for the pre-termination notice period. For employment agreements governed by Illinois law, if the employee is released from work and placed on garden leave, such payments will cease if the individual accepts Amrize-approved employment with another company. For employment agreements governed by Swiss law, income received from a new employer for work performed during the period of garden leave will be deducted from our payment obligations. |

  149. Potential Payments upon Termination or Change in Control

    | • | Annual Bonus: Employees are also eligible to continue to participate in the Company’s cash incentive plans during the 12-month pre-termination notice period. Participation ceases upon the actual end of the employment. Employees are eligible for pro rata payments until the termination date upon retirement, death, disability, change in control, or a termination by us without cause. |

  150. Potential Payments upon Termination or Change in Control

    | • | Long-Term Incentives: In the event an employee terminates for cause, performance, or for a voluntary exit, all unvested long-term incentives are forfeited. In the case of termination for death, disability, retirement, or upon certain involuntary termination events within eighteen months following a change in control, or in any case at the discretion of the Board of Directors, participants receive credit for pro rata vesting prior to the termination event. In these cases, the performance-based awards are earned based on the actual performance achieved at the end of the performance period, except for death and involuntary termination within eighteen months following a change in control, where the performance is evaluated upon termination and payable assuming that performance conditions are met. Our equity programs allow for continued vesting and earning during employment, including during the 12-month pre-termination notice period. Employees are eligible for pro rata payouts of performance-based awards based upon actual achievement as of the end of the respective performance measurement period. Vesting/earning of long-term incentive awards ceases upon the actual end of the employment. Vested and exercisable Converted PSOs must be exercised within six months of a termination event. Unvested Converted PSOs and PSUs continue their performance cycle and earned and vested Converted PSOs must be exercised within six months of the end of the performance measurement period when a participant is no longer an employee. In the event of a change in control where awards are not assumed by the buyer, unvested awards are fully accelerated. |

  151. Potential Payments upon Termination or Change in Control

    | • | Benefits: Core benefits such as medical and insurance are continued during the 12-month pre-termination notice period, though all such benefits are no longer in effect upon termination of employment. No additional retirement benefits are due nor any changes to terms of benefits available as a result of these termination or change in control events, other than the acceleration of the availability of certain retirement benefits for Mr. Johnston as set forth under “Pension Benefits”. Specifically, Mr. Johnston’s benefit under the Lafarge Canada SERP would be distributed upon a change in control. There would be no impact on any other retirement benefits. |

  152. Potential Payments upon Termination or Change in Control

    The table below reflects the potential payments to which each of our NEOs would have been entitled upon each termination scenario listed (assuming such event occurred on December 31, 2025), other than the retirement benefits (except for Mr. Johnston as noted below), which are set forth under “Pension Benefits,” and deferred compensation arrangements, which are set forth under “Nonqualified Deferred Compensation.”

  153. Potential Payments upon Termination or Change in Control

    | Name | Type of Payment | Voluntary Termination | Involuntary Termination (without Cause) | Death | Disability | Retirement | Qualifying Termination in Connection with a Change in Control | | Jan Jenisch(4) | Garden Leave Pay(1) | 3,716,674 | 3,716,674 | — | — | 3,716,674 | 3,716,674 | | | Bonus(2) | 1,402,745 | 1,402,745 | 1,402,745 | 1,402,745 | 1,402,745 | 1,402,745 | | | Equity Vesting(3) | — | 48,437,516 | 48,437,516 | 48,437,516 | 48,437,516 | 57,436,964 | | | Continued Benefits | — | — | — | — | — | — | | | Total | 4,333,708 | 52,771,225 | 49,870,858 | 49,870,858 | 52,771,225 | 61,770,672 | | Ian Johnston | Garden Leave Pay(1) | 1,330,000 | 1,330,000 | — | — | 1,330,000 | 1,330,000 | | | Bonus(2) | 630,000 | 630,000 | 630,000 | 630,000 | 630,000 | 630,000 | | | Equity Vesting(3) | — | 611,822 | 611,822 | 611,822 | 611,822 | 1,948,661 | | | Continued Benefits | — | — | — | — | — | — | | | Total | 1,960,000 | 2,571,822 | 1,241,822 | 1,241,822 | 2,571,822 | 3,908,661 | | Jake Gosa | Garden Leave Pay(1) | 1,235,000 | 1,235,000 | — | — | 1,235,000 | 1,235,000 | | | Bonus(2) | 585,000 | 585,000 | 585,000 | 585,000 | 585,000 | 585,000 | | | Equity Vesting(3) | — | 1,770,401 | 1,770,401 | 1,770,401 | 1,770,401 | 4,493,453 | | | Continued Benefits | — | — | — | — | — | — | | | Total | 1,820,000 | 3,590,401 | 2,355,401 | 2,355,401 | 3,590,401 | 6,313,453 |

  154. Potential Payments upon Termination or Change in Control

    | Name | Type of Payment | Voluntary Termination | Involuntary Termination (without Cause) | Death | Disability | Retirement | Qualifying Termination in Connection with a Change in Control | | Denise Singleton | Garden Leave Pay(1) | 1,341,250 | 1,341,250 | — | — | 1,341,250 | 1,341,250 | | | Bonus(2) | 616,250 | 616,250 | 616,250 | 616,250 | 616,250 | 616,250 | | | Equity Vesting(3) | 0 | 271,228 | 271,228 | 271,228 | 271,228 | 1,655,821 | | | Continued Benefits | — | — | — | — | — | — | | | Total | 1,957,500 | 2,228,728 | 887,478 | 887,478 | 2,228,728 | 3,613,321 | | Jaime Hill | Garden Leave Pay(1) | 1,330,000 | 1,330,000 | 0 | — | 1,330,000 | 1,330,000 | | | Bonus(2) | 630,000 | 630,000 | 630,000 | 630,000 | 630,000 | 630,000 | | | Equity Vesting(3) | — | 786,796 | 786,796 | 786,796 | 786,796 | 2,123,635 | | | Continued Benefits | — | — | — | — | — | — | | | Total | 1,960,000 | 2,746,796 | 1,416,796 | 1,416,796 | 2,746,796 | 4,083,635 |

  155. Potential Payments upon Termination or Change in Control

    | (1) Represents the continuation of the payment of annual base salary and bonus for the 12-month pre-termination notice period. |

  156. Potential Payments upon Termination or Change in Control

    | (2) Bonus payments are based on achievement of target level of performance and adjusted for the service period elapsed in the applicable year. The bonus payment for Mr. Jenisch represents 150% of base salary from May 15, 2025 to December 31, 2025. |

  157. Potential Payments upon Termination or Change in Control

    | (3) Represents the market value of the Amrize Shares underlying the PSOs and PSUs, based on a stock price on December 31, 2025 of $54.08, minus, in the case of PSOs, the exercise price of the unvested PSOs subject to acceleration. Values reflect pro-ration from the grant date to the termination date based on the total term through the performance period in the event of termination by us without cause, by the executive for good reason (including retirement) and due to death or disability. In the event of termination due to change in control 2025 awards will be fully accelerated. The awards granted prior to the spin-off will be pro-rated consistently with the rest of the termination scenarios. The value of PSOs assumed to be accelerated was based on maximum performance achievement (100%). PSU values assumed to be vested were calculated at target performance (100%), except for the March 1, 2023 PSUs, which were projected at 200% of target for purposes of this table as of December 31, 2025 and for which actual performance was 174%. |

  158. Potential Payments upon Termination or Change in Control

    | (4) Values for Mr. Jenisch reflect a conversion from CHF to U.S. dollars using the foreign exchange rate in effect on December 31, 2025 (1.2616). |

  159. Pay Versus Performance Table

    Pay Versus Performance Table The following tables and related disclosures provide information about (i) the “total compensation” of our principal executive officer (PEO) and our other NEOs (Other NEOs) as presented in the Summary Compensation Table, (ii) the “compensation actually paid” to our PEO and our Other NEOs, as calculated pursuant to the SEC’s pay-versus-performance rules (CAP Amounts), (iii) certain financial performance measures, and (iv) the relationship of the CAP Amounts to those financial performance measures. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended (Exchange Act). The following table provides information regarding the CAP to the principal executive officer (“PEO”) and, as an average, the other NEOs (“non-PEO NEOs”), and select financial performance measures, in each case, during the year ended December 31, 2025.

  160. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table (SCT) Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | Total Share- holder Return(3) | Peer Group Total Share- holder Return(3) | Net Income (Loss) ($ in millions) | Adjusted EPS ($)(4) | | (A) | (B) | (C) | (D) | (E) | (F) | (G) | (H) | (I) | | 2025 | 13,466,330 | 29,506,826 | 3,673,877 | 4,103,898 | $104.02 | $108.67 | $1,185 | $2.40 |

  161. Pay Versus Performance Table

    | • | The amounts reported in columns (B) and (D) are the total compensation reported in the Summary Compensation Table for the Chief Executive Officer Jan Jenisch, the PEO, and the other Non-PEO NEOs, Ian Johnston, Jake Gosa, Denise Singleton, and Jaime Hill. |

  162. Pay Versus Performance Table

    | • | The amounts reported in column (C) and (E) represent the CAP amounts to the NEOs for the corresponding fiscal year. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the NEOs during the applicable year but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act. |

  163. Pay Versus Performance Table

    | Year | 2025 | 2025 | | PEO | PEO | Average of Non-PEOs | | SCT Total Compensation ($) | 13,466,330 | 3,673,877 | | Add: Pension Service Cost for the Covered Year ($) | 84,468 | — | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (9,942,122) | (2,107,405) | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 12,406,053 | 2,578,661 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | 12,637,295 | (31,623) | | Plus: Fair Value for Stock and Option Awards Granted and Vested in the Covered Year ($) | — | — | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | 752,631 | (9,612) | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | — | — | | Add: Incremental Fair Value of Stock and Option Awards from Prior Years that were Modified during the Covered Year ($) | 102,171 | — | | Compensation Actually Paid ($) | 29,506,826 | 4,103,898 |

  164. Pay Versus Performance Table

    | • | Amounts presented are averages for the entire group of Other NEOs in each respective year. |

  165. Pay Versus Performance Table

    | • | Valuation assumptions and methodology used to calculate fair values did not materially differ from those used to calculate fair values at the time of grant as reflected in the SCT Amounts. The Black-Scholes values as of the applicable year-end or vest dates used (a) the closing price as of the revaluation date as the current market price and (b) an adjusted expected life, given applicable time lapsed since grant date. |

  166. Pay Versus Performance Table

    | • | As permitted by SEC rules, the peer group referenced for purposes of “Peer group total shareholder return” is that of the S&P 500 Industrials Index. For Amrize and the peer group, the TSR for each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on the Spin-Off date. |

  167. Pay Versus Performance Table

    | • | Adjusted EPS is a non-GAAP financial measure. For additional information about this non-GAAP financial measure, see “Definition and Reconciliation of Non-GAAP Measures” below. |

  168. List of Most Important Financial Performance Measures to Determine 2025 Compensation Actually Paid

    List of Most Important Financial Performance Measures to Determine 2025 Compensation Actually Paid As described in more detail in the “Compensation Discussion and Analysis” section, our executive compensation program reflects a pay-for-performance philosophy and includes performance metrics that are intended to incentivize our NEOs and align our NEOs’ interests with those of our stockholders. With respect to the 2025 fiscal year, the most important financial performance measures used to link executive CAP to our performance overall are as follows:

  169. List of Most Important Financial Performance Measures to Determine 2025 Compensation Actually Paid

    | Metrics Used in Determining NEO Pay | | Adjusted EBITDA Growth | | Adjusted EPS | | Cash Conversion | | Health, Safety and Environment (HSE) Scorecard | | Relative TSR | | Revenue Growth |

  170. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table As described in more detail in the section of this Proxy Statement titled “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several financial performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay Versus Performance Table. Moreover, the Company generally seeks to incentivize creation of long-term stockholder value, and, therefore, does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance Table.

  171. DIRECTOR COMPENSATION DISCLOSURES

    DIRECTOR COMPENSATION DISCLOSURES We use a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on our Board. In setting director compensation, our Board considers the significant amount of time that directors expend on fulfilling their duties to the company, as well as the limited pool of, and competition among public companies for, well-qualified board members. Additional amounts are paid to committee chairs in recognition of the substantial responsibilities of the chair. Annually, the Compensation Committee’s independent compensation consultant evaluates the competitiveness of the company’s non-employee director compensation program relative to peer companies and recommends any changes to the Compensation Committee, which evaluates such proposed changes and recommends any changes to the full Board for approval. Directors are subject to a minimum share ownership requirement. Within five years of becoming a director, each director is required to own shares of the company’s common stock that have a value of five times the annual director cash retainer. Unvested RSUs are included in calculating the director’s ownership.

  172. Director Summary Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | | Nick Gangestad | 86,795 | 140,091 | 226,886 | | Theresa Drew(1) | 81,534 | 140,091 | 221,625 | | Dwight Gibson | 68,384 | 140,091 | 208,475 | | Holli Ladhani | 68,384 | 140,091 | 208,475 | | Michael E. McKelvy | 68,384 | 140,091 | 208,475 | | Jurg Oleas | 78,904 | 140,091 | 218,995 | | Robert Rivkin | 68,384 | 140,091 | 208,475 | | Katja Roth Pellanda | 68,384 | 140,091 | 208,475 | | Maria Cristina A. Wilbur | 78,904 | 140,091 | 218,995 |