UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, ~~D.C.~~DC 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 17 19, 2026

Date of Report (date of earliest event reported)

___________________________________

Amrize Ltd

(Exact name of registrant as specified in its charter)

___________________________________

Switzerland

1-42542

98-1807904

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Switzerland(State or other jurisdiction of incorporation or organization)	1-42542(Commission File Number)	98-1807904(I.R.S. Employer Identification Number)
Grafenauweg 8, Zug 6300
(Address of principal executive offices and zip code)
+41 41 562 3490
(Registrant's telephone number, including area code)

Grafenauweg 8,

~~___________________________________~~Zug 6300

(Address of principal executive offices, including Zip Code)

+41 41 562 3490

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
Ordinary Shares, par value $0.01 per share	AMRZ	New York Stock Exchange


			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Ordinary Shares, par value $0.01 per share

AMRZ

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 24.0201. -Change ~~Results~~in ofRegistrant’s ~~Operations~~Certifying ~~and Financial Condition~~Accountant.

On February 17 19, 2026, at the direction of the Audit Committee of the Board of Directors of Amrize Ltd (the "“Company"”), ~~issued~~the aCompany ~~press~~engaged ~~release~~Ernst ~~announcing~~& ~~its~~Young ~~financial~~LLP ~~results~~(“EY US”) as the Company’s independent registered public accounting firm for the ~~quarter~~year ~~ended~~ending December 31, ~~2025.~~2026, Aincluding ~~copy~~performing reviews of the ~~press~~interim ~~release~~periods isbeginning ~~furnished~~with asthe ~~Exhibit~~period 99ending March 31, 2026.1 toOn ~~this~~the ~~Current~~same ~~Report~~date, onthe ~~Form~~Audit ~~8-K~~Committee ~~and~~dismissed ~~incorporated~~Ernst by& ~~reference~~Young ~~into~~AG ~~this~~(“EY ~~Item~~Switzerland”) ~~2.02~~as inthe ~~its~~Company’s ~~entirety~~independent registered public accounting firm, given the engagement of EY US. AThe ~~copy~~dismissal of EY Switzerland and the ~~press~~appointment ~~release~~of EY US were effective immediately. EY Switzerland will ~~also~~continue beto ~~available~~serve onas the Company’s ~~website~~statutory auditor under Swiss Law.

~~Item~~As 7previously disclosed, on June 23, 2025, Holcim Ltd (“Holcim”) completed the spin-off of its North American business by distributing 100% of the Company’s ordinary shares to Holcim’s shareholders (the “Spin-Off”).01 –With ~~Regulation~~its FDprimary ~~Disclosure~~operations in North America after the Spin-Off, the Company determined it appropriate to dismiss EY Switzerland and the appointment of EY US to better coordinate with the Company’s financial reporting function in the United States.

ToIn ~~supplement~~connection with the ~~information~~Spin-Off, Holcim had engaged EY Switzerland to audit the combined financial statements of the Company included in the ~~attached~~Company’s ~~press~~Registration ~~release~~Statement on Form 10, as amended and filed with the ~~Company~~Securities ~~has~~and ~~also~~Exchange ~~prepared~~Commission anon ~~investor~~February ~~presentation~~28, ~~which~~2025 ~~will~~(the be“Form ~~available~~10”). The report of EY Switzerland on the ~~Company’s~~combined ~~website~~financial atstatements ~~investors.amrize.com/.~~of Athe ~~copy~~Company for each of the ~~investor~~three ~~presentation~~fiscal isyears ~~furnished~~ended asDecember ~~Exhibit~~31, ~~99.2~~2024, to2023 ~~this~~and ~~Current~~2022 ~~Report~~included onin the Form ~~8-K~~10 ~~and~~did ~~incorporated~~not bycontain ~~reference~~an ~~into~~adverse ~~this~~opinion ~~Item~~or ~~7.01~~a indisclaimer ~~its~~of ~~entirety~~opinion, nor was the report qualified or modified as to uncertainty, audit scope or accounting principles.

~~The~~During ~~information~~the intwo ~~Items~~fiscal ~~2.02~~years ended December 31, 2025 and ~~7.01~~2024, ofand ~~this~~the ~~Current~~subsequent ~~Report~~interim onperiod ~~Form~~through ~~8-K~~February 19, ~~including~~2026, ~~Exhibits~~there ~~99.~~were no (a) “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and ~~99.2,~~the isrelated ~~being~~instructions) ~~furnished~~between the Company and ~~shall~~EY Switzerland on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures which, if not beresolved ~~deemed~~to the satisfaction of EY Switzerland, would have caused EY Switzerland to bemake reference to the matter in connection with its report, or (b) “~~filed~~reportable events,” ~~for~~as ~~purposes~~that ofterm ~~Section~~is 18defined ofin ~~the~~Item ~~Securities~~304(a)(1)(v) ~~Exchange~~of ~~Act~~Regulation ofS-K, ~~1934~~other than, as ~~amended~~previously disclosed in the Form 10, orthe ~~otherwise~~Company ~~subject~~identified toa material weakness in the ~~liabilities~~design and operation of ~~that~~its ~~Section~~internal control over financial reporting related to insufficient accounting and ~~shall~~supervisory ~~not~~personnel bewho ~~deemed~~have ~~incorporated~~the byappropriate ~~reference~~level ~~into~~of ~~any~~U.S. ~~registration~~GAAP ~~statement~~technical oraccounting ~~other~~experience ~~document~~and ~~filed~~training. ~~pursuant~~Prior to the ~~Securities~~Spin-Off, ~~Act~~and ofat ~~1933~~the time the material weakness was identified, asthe ~~amended~~Company was not a standalone entity and did not have a board of directors or an audit committee. Therefore, ~~except~~the asAudit ~~shall~~Committee bedid ~~expressly~~not ~~set~~discuss ~~forth~~the bymaterial ~~specific~~weakness ~~reference~~with inEY ~~such~~Switzerland ~~filing~~at the time the material weakness was identified. The Company has authorized EY Switzerland to respond fully to the inquiries of EY US concerning the identified material weakness.

During the fiscal years ended December 31, 2025 and 2024, and the subsequent interim period through February 19, 2026, neither the Company nor anyone on its behalf, consulted with EY US with respect to (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that EY US concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (b) any matter that was either the subject of a “disagreement” (as defined in Item ~~9.01~~304(a)(1)(iv) -of ~~Financial~~Regulation ~~Statements~~S-K and ~~Exhibits~~the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

~~(d):~~ The ~~following~~Company ~~exhibits~~provided ~~are~~EY ~~being~~Switzerland with a copy of the disclosures contained in this Form 8-K and requested that EY Switzerland furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements contained herein. A copy of EY Switzerland’s letter, dated February 20, 2026, is filed ~~herewith:~~as Exhibit 16.1 to this Form 8-K.

Exhibit No.						Description
99.1						Press release dated February 17, 2026
99.2						Investor presentation dated February 17, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.						Description
16.1						Letter from Ernst & Young AG dated February 20, 2026
104						Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended,~~ the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Amrize Ltd
	AMRIZE LTD
By:	/s/ Ian Johnston
	/s/ Ian Johnston
Name:	Ian Johnston
Date: February 20, 2026	Name:	Ian Johnston
~~Title:~~	~~Chief Financial Officer~~Title:	Chief Financial Officer
Date:	February 17, 2026

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