Amrize Delivers Strong Free Cash Flow in 2025; Shareholder Return Plan Proposed

^{___________________________}

¹ Amrize Board of Directors approved a share repurchase authorization for up to $1.0 billion, with a 12-month expiration, pending approval of the 2025 financial statements at the Annual General Meeting.

² Dividends will be paid out of legal capital reserves from tax capital contributions and are not subject to Swiss withholding tax.

³ Amrize Board of Directors proposes a special one-time dividend of $0.44 per share, to be paid following shareholder approval at the Annual General Meeting.

⁴ Amrize Board of Directors proposes an annual ordinary dividend of $0.44 per share, to be paid in up to four quarterly installments at the discretion of the Board, following shareholder approval at the Annual General Meeting.

Revenues

$12.29 billion to $12.52 billion

+4% to +6%

Adjusted EBITDA

$3.25 billion to $3.34 billion

+ 8% to +11%

Capital Expenditures

$900 million

Interest Expense, Net

$340 million

Effective Tax Rate

21% - 23%

Corporate Costs

$200 million

^{___________________________}

⁵ Amrize (Company) provides forward-looking guidance regarding Adjusted EBITDA. The Company cannot, without unreasonable effort, forecast certain adjusted items excluded from comparable U.S. GAAP financial measures. These items include Acquisition and integration-related costs, Litigation-related costs, Loss on impairments, Restructuring and other costs, Spin-off and separation-related costs, Other non-operating (expense) income, net, and Income from equity method investments., that are difficult to predict in advance to include in a U.S. GAAP estimate. For the same reasons, the Company is unable to address the probable significance of the items.

⁶ FY 2025 corporate costs compared to the quarterly run rate of $75-$80 million corporate cost provided during Q2 2025.

⁷ Net Debt represents a non-GAAP measure, which is defined on page 7 and reconciled on pages 13-15.

⁸ Net Leverage Ratio represents a non-GAAP measure, which is defined on page 7 and reconciled on pages 13-15.

For the three months ended
December 31,

For the years ended
December 31,

$ in millions, except per share data

2025

2024

% Change

2025

2024

% Change

Revenues

$

2,839

$

2,849

(0.4

%)

$

11,815

$

11,704

0.9

%

Net income

$

298

$

292

+2.1%

$

1,182

$

1,273

(7.1

%)

Net income margin

10.5

%

10.2

%

+30bps

10.0

%

10.9

%

(90bps)

Adjusted EBITDA ⁹

$

779

$

791

(1.5

%)

$

3,007

$

3,181

(5.5

%)

Adjusted EBITDA Margin ¹⁰

27.4

%

27.8

%

(40bps)

25.5

%

27.2

%

(170bps)

Diluted Earnings per Share (EPS)

$

0.54

$

0.53

+1.9%

$

2.14

$

2.30

(7.0

%)

Adjusted Diluted EPS ¹¹

$

0.62

$

0.57

+8.8%

$

2.40

$

2.44

(1.6

%)

^{___________________________}

⁹ Adjusted EBITDA represents a Non-GAAP measure, which is defined on page 7 and reconciled on pages 13-15.

¹⁰ Adjusted EBITDA Margin represents a Non-GAAP measure, which is defined on page 7 and reconciled on pages 13-15.

¹¹ Adjusted Diluted EPS represents a Non-GAAP measure, which is defined on page 7 and reconciled on pages 13-15.

For the three months ended
December 31,

For the years ended
December 31,

$ in millions

2025

2024

% Change

2025

2024

% Change

Revenues

$

2,161

$

2,080

3.9

%

$

8,514

$

8,329

2.2

%

Segment Adjusted EBITDA ¹²

$

705

$

666

5.9

%

$

2,485

$

2,552

(2.6

%)

Segment Adjusted EBITDA Margin ¹³

32.6

%

32.0

%

60bps

29.2

%

30.6

%

(140bps)

Volumes

For the three months ended
December 31,

For the years ended
December 31,

in millions

2025

2024

% Change

2025

2024

% Change

Cement - tons sold ¹⁴

5.7

5.5

3.6

%

22.4

22.6

(0.9

%)

Aggregates - tons sold ¹⁵

30.9

30.0

3.0

%

118.9

119.8

(0.8

%)

Average Selling Price

For the three months ended December 31,

$ per ton

2025

2024

% Change

Constant
Currency ¹⁶

% Change Constant Currency

Cement - price per ton ⁹

$

167.52

$

167.80

(0.2

%)

$

166.51

(0.8

%)

Aggregates - price per ton ¹⁰

$

13.79

$

13.27

3.9

%

$

13.77

3.8

%

For the years ended December 31,

$ per ton

2025

2024

% Change

Constant
Currency

% Change Constant
Currency

Cement - price per ton

$

170.05

$

170.21

(0.1

%)

$

170.65

0.3

%

Aggregates - price per ton

$

14.06

$

13.35

5.3

%

$

14.16

6.1

%

^{___________________________}

¹² Segment Adjusted EBITDA represents a Non-GAAP measure, which is defined on page 7 and reconciled on pages 13-15.

¹³ Segment Adjusted EBITDA Margin represents a Non-GAAP measure, which is defined on page 7 and reconciled on pages 13-15.

¹⁴ Cement volume and pricing figures presented above exclude trading.

¹⁵ Aggregates pricing figures presented above are freight adjusted, excluding freight revenues.

¹⁶ Constant Currency reflects price adjusted to prior period foreign exchange rates.

For the three months ended
December 31,

For the years ended
December 31,

$ in millions

2025

2024

% Change

2025

2024

% Change

Revenues

$

678

$

769

(11.8

%)

$

3,301

$

3,375

(2.2

%)

Segment Adjusted EBITDA

$

130

$

170

(23.5

%)

$

732

$

770

(4.9

%)

Segment Adjusted EBITDA Margin

19.2

%

22.1

%

(290bps)

22.2

%

22.8

%

(60bps)

^{___________________________}

¹⁷ Free Cash Flow represents a non-GAAP measure, which is defined on page 7 and reconciled on pages 13-15.

¹⁸ Net Debt represents a non-GAAP measure, which is defined on page 7 and reconciled on pages 13-15.

¹⁹ Net Leverage Ratio represents a non-GAAP measure, which is defined on page 7 and reconciled on pages 13-15.

Amrize Ltd

U.S. GAAP and Adjusted Measures Fourth Quarter 2025 (Unaudited)

($ in millions)

For the three months ended
December 31,

For the years ended
December 31,

2025

2024

% Change

2025

2024

% Change

Revenues:

Building Materials

$

2,161

$

2,080

3.9

%

$

8,514

$

8,329

2.2

%

Building Envelope

678

769

(11.8

%)

3,301

3,375

(2.2

%)

Total Revenues

$

2,839

$

2,849

(0.4

%)

$

11,815

$

11,704

0.9

%

Segment Adjusted EBITDA:

Building Materials

$

705

$

666

5.9

%

$

2,485

$

2,552

(2.6

%)

Building Envelope

130

170

(23.5

%)

732

770

(4.9

%)

Total Segment Adjusted EBITDA

835

836

(0.1

%)

3,217

3,322

(3.2

%)

Reconciling items *

(52

)

(71

)

(26.8

%)

(172

)

(139

)

23.7

%

Depreciation, depletion, accretion and amortization

(244

)

(225

)

8.4

%

(914

)

(889

)

2.8

%

Unallocated corporate costs

(56

)

(45

)

24.4

%

(210

)

(141

)

48.9

%

Interest income

7

13

(46.2

%)

48

35

37.1

%

Interest expense

(92

)

(141

)

(34.8

%)

(461

)

(547

)

(15.7

%)

Income tax expense

(100

)

(75

)

33.3

%

(326

)

(368

)

(11.4

%)

Net income

$

298

$

292

2.1

%

$

1,182

$

1,273

(7.1

%)

* The reconciling items are made up of Acquisition and integration-related costs, Litigation-related costs, Loss on impairments, Restructuring and other costs, Spin-off and separation-related costs, Other non-operating (expense) income, net, and Income from equity method investments.

Amrize Ltd

Unaudited Condensed Consolidated Statement of Operations

($ in millions, except per share data)

For the three months ended
December 31,

For the years ended
December 31,

2025

2024

2025

2024

Revenues

$

2,839

$

2,849

$

11,815

$

11,704

Cost of revenues

(2,079

)

(2,072

)

(8,781

)

(8,634

)

Gross profit

760

777

3,034

3,070

Selling, general and administrative expenses

(278

)

(262

)

(1,128

)

(944

)

Gain on disposal of long-lived assets

6

22

15

71

Loss on impairments

(13

)

—

(15

)

(2

)

Operating income

475

537

1,906

2,195

Interest expense, net

(85

)

(128

)

(413

)

(512

)

Other non-operating income (expense), net

2

(48

)

4

(55

)

Income before income tax expense and income from equity method investments

392

361

1,497

1,628

Income tax expense

(100

)

(75

)

(326

)

(368

)

Income from equity method investments

6

6

11

13

Net income

298

292

1,182

1,273

Net (income) loss attributable to noncontrolling interests

—

(1

)

3

1

Net income attributable to the Company

$

298

$

291

$

1,185

$

1,274

Earnings per share attributable to the Company:

Basic

$

0.54

$

0.53

$

2.14

$

2.30

Diluted

$

0.54

$

0.53

$

2.14

$

2.30

Weighted-average number of shares outstanding:

Basic

553.1

553.1

553.1

553.1

Diluted

554.3

553.1

553.6

553.1

Amrize Ltd

Unaudited Condensed Consolidated Balance Sheets

($ in millions)

As of

As of

December 31, 2025

December 31, 2024

Assets

Current assets:

Cash and cash equivalents

$

1,922

$

1,585

Accounts receivable, net

1,120

1,011

Due from related-party

—

58

Inventories

1,551

1,452

Related-party notes receivable

—

532

Prepaid expenses and other current assets

88

143

Total current assets

4,681

4,781

Property, plant and equipment, net

7,935

7,534

Goodwill

9,020

8,917

Intangible assets, net

1,728

1,832

Operating lease right-of-use assets, net

608

547

Other noncurrent assets

277

194

Total Assets

$

24,249

$

23,805

Liabilities and Equity

Current Liabilities:

Accounts payable

$

1,538

$

1,285

Due to related-party

—

89

Current portion of long-term debt

333

5

Current portion of related-party notes payable

—

129

Operating lease liabilities

136

149

Other current liabilities

850

893

Total current liabilities

2,857

2,550

Long-term debt

4,936

980

Related-party notes payable

—

7,518

Deferred income tax liabilities

1,048

936

Noncurrent operating lease liabilities

500

386

Other noncurrent liabilities

1,654

1,521

Total Liabilities

10,995

13,891

Total Equity

13,254

9,914

Total Liabilities and Equity

$

24,249

$

23,805

Amrize Ltd

Unaudited Condensed Consolidated Statements of Cash Flow

($ in millions)

For the years ended
December 31,

2025

2024

Cash Flows from Operating Activities:

Net income

$

1,182

$

1,273

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation, depletion, accretion and amortization

914

889

Loss on impairments

15

2

Share-based compensation

14

6

Gain on disposal of long-lived assets

(15

)

(40

)

Gain on land expropriation

—

(31

)

Deferred tax expense (benefit)

78

(35

)

Net periodic benefit cost

12

71

Other items, net

134

109

Changes in operating assets and liabilities, net of effects of acquisitions:

Accounts receivable, net

(43

)

211

Due from related party

49

(22

)

Inventories

(61

)

(146

)

Accounts payable

190

28

Due to related party

(82

)

(7

)

Other assets

45

(19

)

Other liabilities

(199

)

48

Defined benefit pension plans and other postretirement benefit plans

(25

)

(55

)

Net cash provided by operating activities

2,208

2,282

Cash Flows from Investing Activities:

Purchases of property, plant and equipment

(788

)

(642

)

Acquisitions, net of cash acquired

(86

)

(249

)

Proceeds from disposals of long-lived assets

21

61

Proceeds from land expropriation

20

32

Proceeds from property and casualty insurance

2

—

Net decrease (increase) in short-term related-party notes receivable from cash pooling program

522

(383

)

Other investing activities, net

(52

)

(27

)

Net cash used in investing activities

(361

)

(1,208

)

Cash Flows from Financing Activities:

Transfers to Holcim, net

(91

)

(304

)

Proceeds from issuance of long-term debt, net of discount

3,395

—

Payments of debt issuance costs

(24

)

—

Net repayments of short-term related-party debt

(129

)

(101

)

Proceeds from debt-for-debt exchange with Holcim

922

—

Proceeds from issuances of long-term related-party debt

22

230

Repayments of long-term related-party debt

(5,541

)

(272

)

Payments of finance lease obligations

(106

)

(82

)

Other financing activities, net

(3

)

(8

)

Net cash used in financing activities

(1,555

)

(537

)

Effect of exchange rate changes on cash and cash equivalents

45

(59

)

Increase in cash and cash equivalents

337

478

Cash and cash equivalents at the beginning of year

1,585

1,107

Cash and cash equivalents at the end of year

$

1,922

$

1,585

Amrize Ltd

Reconciliation of Non-GAAP Financial Measures

Adjusted EBITDA and Adjusted EBITDA Margin (Unaudited)

($ in millions, except percentage data)

For the three months
ended December 31,

For the years ended
December 31,

2025

2024

2025

2024

Net income

$

298

$

292

$

1,182

$

1,273

Depreciation, depletion, accretion and amortization

244

225

914

889

Interest expense, net

85

128

413

512

Income tax expense

100

75

326

368

EBITDA

727

720

2,835

3,042

Acquisition and integration-related costs ⁽¹⁾

31

13

64

46

Litigation-related costs ⁽²⁾

2

6

46

9

Loss on impairments ⁽³⁾

13

—

15

2

Restructuring and other costs ⁽⁴⁾

6

5

19

16

Spin-off and separation-related costs ⁽⁵⁾

8

5

43

24

Other non-operating (income) expense, net ⁽⁶⁾

(2

)

48

(4

)

55

Income from equity method investments

(6

)

(6

)

(11

)

(13

)

Adjusted EBITDA

779

791

3,007

3,181

Unallocated corporate costs

56

45

210

141

Total Segment Adjusted EBITDA

$

835

$

836

$

3,217

$

3,322

Building Materials

$

705

$

666

$

2,485

$

2,552

Building Envelope

$

130

$

170

$

732

$

770

Net income margin

10.5

%

10.2

%

10.0

%

10.9

%

EBITDA Margin

25.6

%

25.3

%

24.0

%

26.0

%

Adjusted EBITDA Margin

27.4

%

27.8

%

25.5

%

27.2

%

Building Materials

32.6

%

32.0

%

29.2

%

30.6

%

Building Envelope

19.2

%

22.1

%

22.2

%

22.8

%

(1) Acquisition and integration-related costs are those incurred for business combinations, including advisory, legal, valuation, and other professional fees. Certain warranty charges related to a pre-acquisition manufacturing issue are also included.

(2) Litigation-related costs include certain litigation settlements, environmental remediation, and legal-related consulting and professional fees that are not representative of expenses arising in the ordinary course of business.

(3) Loss on impairments consist of one-time charges on the Company’s investments and property, plant and equipment.

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

(5) Spin-off and separation-related costs notably include rebranding costs.

(6) Other non-operating (income) expense, net primarily consists of costs related to pension and other postretirement benefit plans and gains on proceeds from property and casualty insurance.

Amrize Ltd

Reconciliation of Non-GAAP Financial Measures (Unaudited)

Net Debt

Adjusted EBITDA

Net Leverage Ratio

($ in millions, except ratio)

As of December 31, 2025

Short-term borrowings

$

—

Current portion of long-term debt

333

Long-term debt

4,936

Gross Debt

5,269

Less: Cash and cash equivalents

1,922

Net Debt

$

3,347

For the year ended (trailing twelve
months ended) December 31, 2025

Net income

$

1,182

Depreciation, depletion, accretion and amortization

914

Interest expense, net

413

Income tax expense

326

EBITDA

2,835

Acquisition and integration-related costs ⁽¹⁾

64

Litigation-related costs ⁽²⁾

46

Loss on impairments ⁽³⁾

15

Restructuring and other costs ⁽⁴⁾

19

Spin-off and separation-related costs ⁽⁵⁾

43

Other non-operating income ⁽⁶⁾

(4

)

Income from equity method investments

(11

)

Adjusted EBITDA

$

3,007

(1) Acquisition and integration-related costs are those incurred for business combinations, including advisory, legal, valuation, and other professional fees. Certain warranty charges related to a pre-acquisition manufacturing issue are also included.

(2) Litigation-related costs include certain litigation settlements, environmental remediation, and legal-related consulting and professional fees that are not representative of expenses arising in the ordinary course of business.

(3) Loss on impairments consist of one-time charges on the Company’s investments and property, plant and equipment.

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

(5) Spin-off and separation-related costs notably include rebranding costs.

(6) Other non-operating income, net primarily consists of costs related to pension and other postretirement benefit plans and gains on proceeds from property and casualty insurance.

As of December 31, 2025

Net leverage ratio

1.1x

Amrize Ltd

Reconciliation of Non-GAAP Financial Measures (Unaudited)

Free Cash Flow

Adjusted Diluted EPS

($ in millions, except ratios and per share amounts)

For the three months ended
December 31,

For the years ended
December 31,

2025

2024

2025

2024

Net cash provided by operating activities

$

1,804

$

1,727

$

2,208

$

2,282

Capital expenditures, net ⁽¹⁾

(148

)

(56

)

(745

)

(549

)

Free Cash Flow

$

1,656

$

1,671

$

1,463

$

1,733

(1) Capital expenditures, net includes purchases of property, plant and equipment, proceeds from property and casualty insurance income, proceeds from land expropriation and proceeds from disposals of long-lived assets.

For the three months ended
December 31,

For the years ended
December 31,

2025

2024

2025

2024

Diluted EPS

$

0.54

$

0.53

$

2.14

$

2.30

Acquisition and integration-related costs ⁽¹⁾

0.04

0.02

0.09

0.06

Litigation-related costs ⁽²⁾

—

0.01

0.06

0.02

Loss on impairments ⁽³⁾

0.02

—

0.02

—

Restructuring and other costs ⁽⁴⁾

0.01

—

0.03

0.02

Spin-off and separation-related costs ⁽⁵⁾

0.01

0.01

0.06

0.04

Adjusted Diluted EPS

$

0.62

$

0.57

$

2.40

$

2.44

(1) Acquisition and integration-related costs are those incurred for business combinations, including advisory, legal, valuation, and other professional fees. Certain warranty charges related to a pre-acquisition manufacturing issue are also included.

(2) Litigation-related costs include certain litigation settlements, environmental remediation, and legal-related consulting and professional fees that are not representative of expenses arising in the ordinary course of business.

(3) Loss on impairments consist of one-time charges on the Company’s investments and property, plant and equipment.

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

(5) Spin-off and separation-related costs notably include rebranding costs.

For the U.S. GAAP to Adjusted Diluted EPS reconciliation, adjusted items are shown net of tax in aggregate of $14 million and $7 million for the three months ended December 31, 2025 and 2024, respectively, and in aggregate of $44 million and $23 million for the years ended December 31, 2025 and 2024, respectively, based on applying the statutory tax rate for the jurisdictions in which the adjustment occurred or, by adjusting the tax effect to consider the impact of applying an annual effective tax rate on an interim basis. For purposes of reconciling adjusted diluted earnings per share with respect to taxes period-over-period, the Company utilizes a “rate approach” to highlight the impact of the adjusted tax rate. It is computed by multiplying the prior period adjusted rate by the current period adjusted income before taxes to determine the expected tax expense. Such expected tax expense is then compared to actual tax expense. Expected tax in excess of actual tax variance is favorable; actual tax in excess of expected tax variance is unfavorable. The variance divided by diluted shares outstanding at the end of the period yields the impact on earnings per share. Management believes the use of this measure best aids in explaining the impact of a changing tax rate.