v3.25.4

Share-based compensation | 12 Months Ended
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Dec. 31, 2025
Share-Based Payment Arrangement [Abstract] |
Share-based compensation | Share-based compensation Prior to the Spin-Off, certain key employees of the Company participated in Holcim’s share-based compensation plans. All awards granted under these plans were based on Holcim’s ordinary shares. Prior to the Spin-Off, share-based compensation expense was allocated to the Company based upon the portion of the Holcim’s share-based compensation plans in which the Company employees participated. At the time of the Spin-Off, each outstanding Holcim performance stock option, performance share unit, and restricted share unit held by a Company employee were converted into Company awards using a formula designed to preserve the intrinsic value of the awards immediately prior to and subsequent to the Spin-Off. The converted awards will continue to vest over the original vesting period, which is generally two years from the grant date for restricted share units, three years from the grant date for performance share units, and five years from the grant date for PSOs. The incremental compensation expense related to the modification from the conversion of the share-based awards was immaterial to these consolidated financial statements. Effective June 23, 2025, the Company established the Amrize Ltd 2025 Omnibus Incentive Plan (“2025 Plan”). A total of 25,500,000 shares were authorized for issuance under the 2025 Plan. The 2025 Plan provides for the grant of share options (including Incentive Stock Options and nonqualified stock options), RSUs, PSUs, and other share-based awards. Total share-based compensation expense for the year ended December 31, 2025 was $14 million, including $3 million allocated from Holcim. Expense is recorded in Cost of revenues and Selling, general and administrative expenses. The share-based compensation expense for the years ended December 31, 2024 and 2023 was immaterial to these consolidated financial statements. As of December 31, 2025, the total remaining unrecognized compensation expense related to the RSUs, PSUs and PSOs was $4 million, $35 million and $2 million, which will be amortized over a weighted average period of 2 years. Restricted Stock Units Prior to the Spin-Off, R SUs were previously granted to eligible employees. These typically vest two years from the grant date. During fiscal year 2025, the Company granted RSUs representing 118,632 ordinary shares of the Company. Each RSU entitles the recipient to receive one share of common stock upon vesting. These RSUs cliff vest on specified dates, generally over one year or three years. The fair value of RSUs is determined using the closing price of the Company’s Common Stock at grant date. The RSU activity during 2025 was as follows:
(In millions, except per share data, units in actual) | Number of Units |  | Weighted Average Grant Date Fair Value
Nonvested as of December 31, 2024 | — |  | $—
Awards converted upon Spin-Off | 3,055 |  | 39.60
Granted | 118,632 |  | 48.79
Vested | — |  | —
Forfeited | — |  | —
Nonvested as of December 31, 2025 | 121,687 |  | $48.56
Performance Stock Units Prior to the Spin-Off, PSUs were previously granted to eligible employees. These had a time-based vesting condition generally three years from grant date. The original performance metrics consisted of Sustainability, Adjusted Earnings Per Share (“EPS”) Growth, and Return on Invested Capital (“ROIC”) targets. These were modified on August 6, 2025. Following the modification, the performance metrics for the remaining performance period for 2023 PSUs consist of EPS and ROIC targets only, with each target weighted 50%. For the 2024 PSUs, the performance metrics for the remaining period consist of an EPS performance metric and Relative Total Shareholder Return (“rTSR”) market condition for the remaining performance period, with each target weighted 50%. There was no incremental expense as a result of this modification. During fiscal year 2025, the Company granted PSUs representing 656,544 ordinary shares of the Company at target performance levels. These PSUs cliff vest on specified dates. The number of ordinary shares of PSUs to be received upon vesting will be determined based on the relative achievement of performance metrics. The performance metrics for these PSUs consist of an EPS performance metric for half of the PSUs and a Relative Total Shareholder Return market condition for the other half. The fair value of PSUs based on internal financial performance metrics is determined using the closing price of the Company’s Common Stock at grant date. For PSUs that include a market condition, the Company measures the fair value using a Monte Carlo simulation. The PSU activity during 2025 was as follows:
(In millions, except per share data, units in actual) | Number of Units (1) |  | Weighted Average Grant Date Fair Value
Nonvested as of December 31, 2024 | — |  | $—
Awards converted upon Spin-Off | 329,176 |  | 38.97
Granted | 656,544 |  | 54.77
Vested | (646) |  | 39.61
Forfeited | (14,035) |  | 41.99
Nonvested as of December 31, 2025 | 971,039 |  | $49.61
__________________ (1) PSU s are presented at target performance (100%), with the potential to earn stretch performance (200%). The following assumptions were used in the Monte Carlo simulation model for PSUs granted during the year ended December 31, 2025:
|  | 2025
Expected volatility |  | 26.3% - 26.6%
Expected dividend yield |  | —%
Risk-free interest rates |  | 3.5% - 3.7%
Remaining performance period |  | 2.3 - 2.4 years
The expected volatility for Amrize was developed based on the historical volatilities of a comparable group of peer companies with similarity in size, industry and financial leverage. The dividend yield used is 0% as the award holders are assumed to fully reinvest the dividends that are distributed. Risk-free rate is based on the US Treasury Rate Yield Curve Rates, adjusted to approximate zero coupon yields. The remaining performance period reflects the period from the grant date to the performance period end date. Performance Stock Options No new stock options have been granted under the 2025 Plan. Prior to the Spin-Off, PSOs were previously granted to eligible employees. PSOs typically vest five years from the grant date and have a contractual term of ten years. The PSOs also have a TSR market condition and the fair value for these was measured using a Monte Carlo simulation model.
(In millions, except per share data, options in actual) | Number of Stock Options |  | Weighted Average Exercise Price |  | Weighted Average Remaining Contractual Term |  | Aggregate Intrinsic Value
Outstanding as of December 31, 2024 | — |  | $— |  |  |  |
Awards converted upon Spin-off | 2,779,550 |  | 32.03 |  |  |  |
Exercised | — |  | — |  |  |  |
Forfeited | (67,749) |  | 34.02 |  |  |  |
Expired | — |  | — |  |  |  |
Outstanding as of December 31, 2025 | 2,711,801 |  | $31.98 |  | 6.1 |  | $59.90
Vested and expected to vest, December 31, 2025 | 2,711,801 |  | $31.98 |  | 6.1 |  | $59.90
Exercisable as of December 31, 2025 | — |  | $— |  |  |  | $—
For the modification accounting fair value calculations related to the Spin-Off, the expected term of the options was determined based on a methodology that considered the exercise multiple (stock price divided by exercise price) at the time of the modification. The pre-conversion volatility was developed using Holcim’s historical volatility. The post-conversion volatility was developed using a comparable group of peer companies with similarity in size, industry and financial leverage. The pre-conversion dividend yield was determined for the Holcim using most recent dividend paid by Holcim, compounded annually. The post- conversion dividend yield used was 0%. The incremental compensation expense related to the modification from the conversion of the performance stock options was immaterial to these consolidated financial statements.

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