Amrize LtdAMRZ
Amrize Ltd Stock Compensation Disclosure
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, RSUs 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 |
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(1) PSUs 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.
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.