SCHEDULE 13D: Schmidheiny Family Entities Disclose Significant Stake in Amrize Ltd Following Holcim Spin-Off

Thomas Schmidheiny and his family holding companies, SCIA and Cimcap, have disclosed a 6.671% beneficial ownership in Amrize Ltd, acquired as a dividend-in-kind from the recent spin-off from Holcim.

Summary

• Thomas Schmidheiny, Schweizerische Cement-Industrie-Aktiengesellschaft (SCIA), and Cimcap AG (collectively, the "Reporting Persons") have filed a Schedule 13D.
• The Reporting Persons collectively acquired 37,818,703 Ordinary Shares of Amrize Ltd.
• This acquisition represents approximately 6.671% of the total outstanding Ordinary Shares of Amrize Ltd.
• The shares were obtained for no consideration as a dividend-in-kind from Holcim on June 23, 2025, as part of the spin-off of Amrize Ltd from Holcim.
• Amrize Ltd now encompasses Holcim's former business operations in the United States, Canada, and Jamaica, including manufacturing of cement, aggregates, ready-mix concrete, asphalt, roofing systems, and other building solutions, along with certain support and trading operations in Colombia.
• Holcim continues to own operations outside these "Amrize Territories."

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership following a spin-off. It does not contain positive or negative performance metrics or forward-looking statements that would significantly alter sentiment beyond the neutral reporting of a corporate event.

Positives

• The spin-off allows Amrize Ltd to focus on its specific geographic markets (US, Canada, Jamaica) and building solutions business.
• The significant stake held by the Schmidheiny family, through SCIA and Cimcap, indicates a long-term, strategic interest in Amrize Ltd, potentially providing stability and experienced oversight.

Negatives

• No specific negatives are explicitly stated in the filing regarding the transaction or the company's prospects.

Risks

• Future actions regarding the investment in Amrize Ltd will depend on ongoing evaluation of Amrize Ltd's business, financial condition, operations, prospects, and strategic alternatives.
• General market, industry, and economic conditions could influence future investment decisions.
• The relative attractiveness of alternative business and investment opportunities may impact the Reporting Persons' holdings.
• Tax considerations and liquidity of Amrize Ltd's securities are factors that could influence future actions.

Future Outlook

The Reporting Persons may from time to time acquire additional securities of Amrize Ltd, or retain or sell all or a portion of their currently held shares, in various market transactions. These decisions will be based on an ongoing evaluation of Amrize Ltd's business, financial condition, operations, prospects, strategic alternatives, market conditions, alternative investment opportunities, tax considerations, and liquidity of the securities. No specific plans or proposals for major corporate changes are currently held by the Reporting Persons.

Management Comments

• The Reporting Persons obtained the securities described in this Schedule 13D in the context of the Spin-Off.
• Any actions a Reporting Person might undertake with respect to its investment in the Issuer may be made at any time and from time to time and will be dependent upon the Reporting Person's review of numerous factors...
• Except as set forth in this Schedule 13D... the Reporting Persons do not have any plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 to Rule 13d-101.

Industry Context

The spin-off of Amrize Ltd from Holcim represents a strategic realignment within the global building materials industry. Amrize Ltd is now focused on specific North American and Caribbean markets for cement, aggregates, ready-mix concrete, asphalt, roofing systems, and other building solutions, while Holcim retains its broader international operations. This specialization could allow Amrize Ltd to better tailor its strategies to regional market dynamics and competitive landscapes.

Comparison to Industry Standards

• The document primarily details a change in beneficial ownership following a corporate spin-off, rather than operational or financial performance. Therefore, direct comparisons to industry-standard financial metrics or project results are not applicable.
• Spin-offs are a common corporate strategy for large diversified companies like Holcim to unlock value by separating distinct business units, allowing each to pursue independent growth strategies and potentially attract different investor bases. This transaction aligns with such common corporate restructuring practices seen across various industries.

Management Changes

Corporate Governance

Legal Proceedings

• No Reporting Persons or Scheduled Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) in the last five years.
• No Reporting Persons or Scheduled Persons have been party to a civil proceeding resulting in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws, in the last five years.

Related Party Transactions

• The acquisition of 37,818,703 Company Shares by the Reporting Persons was a dividend-in-kind from Holcim, which was the parent company of Amrize Ltd prior to the spin-off. This is a transaction between previously related entities (Holcim and its shareholders, including the Reporting Persons).

Stakeholder Impact

• Shareholders: Existing Holcim shareholders, including the Reporting Persons, received Amrize Ltd shares as a dividend, effectively gaining ownership in a newly independent entity focused on specific geographic markets. This could lead to a more focused investment opportunity.
• Employees: The spin-off separates the Amrize Business (US, Canada, Jamaica operations) from Holcim's remaining global operations, potentially impacting organizational structures and reporting lines for employees in these regions.
• Customers/Suppliers: Amrize Ltd will continue to serve customers and work with suppliers in its designated territories, with a potentially more localized strategic focus.

Next Steps

• Reporting Persons may acquire additional Amrize Ltd securities.
• Reporting Persons may retain or sell existing Amrize Ltd shares.
• Future investment decisions will be based on ongoing evaluation of Amrize Ltd's business, financial condition, operations, prospects, and strategic alternatives.

Key Dates

Keywords

Amrize Ltd, Holcim, Spin-off, Schedule 13D, Beneficial Ownership, Thomas Schmidheiny, Schweizerische Cement-Industrie-Aktiengesellschaft, SCIA, Cimcap AG, Cement, Aggregates, Ready-mix concrete, Building solutions, Corporate restructuring, Shareholding, Investment