[8-K] Amrize Ltd Reports Material Event
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Amrize Ltd is appointing Baris Oran as Chief Financial Officer effective April 1, 2026, succeeding long‑time CFO Ian Johnston, who will remain as a senior advisor to support the transition and will be on garden leave until March 31, 2027. The company states that Johnston’s change in role is not related to any disagreement on financial controls, reporting, operations, policies, or practices.
Oran, formerly CFO of GXO Logistics, XPO Logistics and the Sabanci Group, will receive an annual base salary of $750,000, target annual bonus equal to 100% of salary with a maximum of 200%, and long‑term equity grants targeted at least 325% of salary. His package also includes a $29,000 annual car allowance, standard benefits, and relocation support under an employment agreement with a 12‑month termination notice period and no cash change‑of‑control payments. Amrize highlights its 2025 revenue of $11.8 billion and strong balance sheet as it brings in Oran to help drive profitable growth.
Positive
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Insights
Amrize refreshes CFO role with an experienced external hire while emphasizing continuity.
The move brings in Baris Oran, a seasoned CFO from GXO and XPO, while retaining outgoing CFO Ian Johnston as senior advisor through March 31, 2027. The company explicitly notes no disagreements on financial controls or reporting, signaling an orderly, planned transition rather than a response to problems.
Compensation for the new CFO is heavily performance‑linked: base salary of $750,000, bonus targeted at 100% of salary with up to 200%, and long‑term equity grants of at least 325% of salary. This structure ties a large share of pay to multi‑year value creation, which can align management incentives with shareholders when goals are well designed.
Amrize cites $11.8 billion in revenue for 2025 and refers to investment‑grade credit ratings and a strong balance sheet as the platform Oran will inherit. Future disclosures in regular filings will show how his capital allocation, M&A, and balance sheet decisions influence growth and profitability.
8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
CFO base salary: $750,000 per year
Target annual bonus: 100% of base salary
Maximum annual bonus: 200% of base salary
+5 more
8 metrics
CFO base salary
$750,000 per year
Annual base salary for new CFO Baris Oran
Target annual bonus
100% of base salary
Bonus target for new CFO under annual plan
Maximum annual bonus
200% of base salary
Maximum bonus opportunity for new CFO
Long-term equity target
325% of base salary
Minimum target value of annual long-term equity grants
Car allowance
$29,000 per year
Annual car allowance for new CFO
2025 revenue
$11.8 billion
Amrize revenue for 2025 mentioned in press release
Notice period
12 months
Termination notice period in CFO employment agreement
Garden leave duration
1 year
Ian Johnston’s garden leave from March 31, 2026 to March 31, 2027
Key Terms
garden leave, Executive Committee, investment-grade credit rating, ad hoc announcement pursuant to Art. 53 LR, +1 more
5 terms
garden leave financial
"the garden leave period pursuant to his employment agreement would begin and would continue until March 31, 2027"
Executive Committee financial
"appointed Baris Oran as Chief Financial Officer and a member of the company’s Executive Committee"
An executive committee is a small group of top leaders within an organization responsible for making important decisions and setting strategic direction. Think of it as the company's steering team, guiding the overall course and ensuring management actions align with long-term goals. For investors, understanding the executive committee helps gauge how decisions are made at the highest level and how leadership might influence the company's future performance.
investment-grade credit rating financial
"which helped establish Amrize’s financial strength from our investment-grade credit rating and strong balance sheet"
A designation given by credit-rating agencies that signals a borrower—such as a company or government—is considered low risk for failing to repay debt, similar to a safety grade on a bridge. For investors, it matters because investment-grade debt typically pays lower interest but offers greater stability and is easier to sell, affecting portfolio risk, borrowing costs for issuers, and regulatory or fund eligibility.
ad hoc announcement pursuant to Art. 53 LR regulatory
"Media Release | ---------------- Ad hoc announcement pursuant to Art. 53 LR"
forward-looking statements regulatory
"Cautionary Note Regarding Forward-Looking Statements Certain statements in this presentation may be considered forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, 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): March 31, 2026
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices, including Zip Code)
+ 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On March 31, 2026, Amrize Ltd (the “Company”) announced that its Board of Directors (the “Board”) appointed Baris Oran as Chief Financial Officer of the
Company, effective as of April 1, 2026 (the “Effective Date”). Mr. Oran will succeed Ian Johnston, who is stepping down from his current position as Chief Financial Officer of the Company and will remain with the Company as a senior advisor to
support a smooth transition.
Mr. Oran, age 52, most recently served as Chief Financial Officer of GXO Logistics, Inc., a global logistics and supply chain solutions company, from August
2021 to March 2026. From May 2021 to August 2021, he served as Chief Financial Officer of XPO Logistics, Inc. after having previously served as Chief Financial Officer of the Sabanci Group from 2016 to 2021.
In connection with his appointment, the Company entered into an employment agreement with Mr. Oran, effective as of the Effective Date, setting forth the
terms of his employment and compensation (the “Employment Agreement”). The Employment Agreement is of unlimited duration and is subject to a termination notice period of 12 months. The Employment Agreement does not entitle Mr. Oran to termination
payments or any change of control payments, other than certain accelerated vesting of equity awards. Under the terms of the Employment Agreement, Mr. Oran will (i) receive an annual base salary of $750,000 per year, (ii) be eligible to participate
in the Company’s annual bonus plan with an annual target of 100% of his salary and a maximum annual bonus opportunity of 200% of his salary, (iii) be eligible to receive long-term equity grants with a minimum target value of at least 325% of his
base salary, (iv) receive a car allowance in the annual amount of $29,000, and (v) be entitled to participate in the Company’s 401(k) plan, health (medical, dental and vision), disability, and life insurance plans in accordance with the terms and
conditions thereof. Mr. Oran will also be entitled to relocation benefits in accordance with the Company's relocation policy.
The foregoing description of Mr. Oran’s Employment Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is
attached hereto as Exhibit 10.1 and incorporated by reference in this Item 5.02.
Mr. Oran does not have any family relationships with any director or executive officer of the Company, and there are no arrangements or understandings with
any persons pursuant to which Mr. Oran has been appointed to his position. In addition, he is not a party to any transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”).
On March 31, 2026, the Company informed Mr. Johnston that effective March 31, 2026 (i) his service as chief financial officer would be ending, and (ii) the
garden leave period pursuant to his employment agreement would begin and would continue until March 31, 2027, during which time he will serve as a full-time employee and act as a senior advisor to facilitate a smooth transition. Mr. Johnston’s
change in position is not related to any disagreement between Mr. Johnston and the Company on any matter relating to the Company’s financial controls, financial reporting, operations, policies, or practices.
| Item 7.01. |
Regulation FD Disclosure.
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On March 31, 2026, the Company issued a press release announcing the matters described in Item 5.02 hereof. A copy of the Company's press release is being
furnished as Exhibit 99.1 to this Form 8-K. The exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended.
| Item 9.01 |
Financial Statements and Exhibits.
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Exhibits
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Exhibit
Number
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Exhibit
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10.1
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Employment Agreement, dated March 13, 2026, by and between Amrize North America Inc. and Baris Oran.
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99.1
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Press Release, dated March 31, 2026.
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104
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Cover Page Interactive Data File (formatted as Inline XBRL).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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AMRIZE LTD
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/s/ Denise Singleton
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Date: March 31, 2026
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Name:
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Denise Singleton
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Title:
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Chief Legal Officer and Corporate Secretary
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Exhibit 99.1
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Media Release
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Ad hoc announcement pursuant to Art. 53 LR
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Amrize Appoints Baris Oran as Chief Financial Officer
CHICAGO & ZUG, Switzerland, March 31, 2026 –
The Amrize (NYSE: AMRZ) Board of Directors has appointed Baris Oran as Chief Financial Officer and a member of the company’s Executive Committee, effective April 1. Oran succeeds Ian Johnston, who will step down from the role and remain with the
company as a senior advisor to support a smooth transition.
Oran joins Amrize from GXO Logistics, where he served as CFO following its spin-off from XPO and built a strong finance organization to support the company’s strategic
priorities. With a 25-year track record of value creation, Oran brings financial expertise across a broad range of industries from manufacturing and logistics to technology.
Jan Jenisch, Chairman and CEO: “I thank Ian for his outstanding contributions over a 27 year career with the company. Ian played an instrumental role in the successful
spin-off of Amrize and listing as a publicly traded company. We appreciate Ian’s dedicated service, which helped establish Amrize’s financial strength from our investment-grade credit rating and strong balance sheet to leading cash conversion. We
wish him continued success in his future endeavors.”
“I am excited to welcome Baris to our team at an important time for our company. Baris is a high-impact leader with an exceptional track record of building
high-performance finance teams. He is ideally positioned to build on our strong financial foundation to accelerate profitable growth.”
Oran’s finance career includes executive roles with multinational market leaders and extensive experience with capital allocation, M&A, balance sheet management and
capital markets. He served as CFO of the Sabanci Group, CFO of Kordsa, and in leadership roles at Ernst & Young, PwC and Sara Lee Corporation. Oran holds a master’s degree in business administration from the University of Georgia, USA.
About Amrize
Amrize (NYSE: AMRZ) is building North America, as the partner of choice for professional builders with advanced branded solutions from foundation to
rooftop. With over 1,000 sites and a highly efficient distribution network, we deliver for our customers in every U.S. state and Canadian province. Our 19,000 teammates uniquely serve every construction market from infrastructure, commercial and
residential to new build, repair and refurbishment. Amrize achieved $11.8 billion in revenue in 2025 and is listed on the New York Stock Exchange and the SIX Swiss Exchange. We are ready to build your ambition. Learn more at amrize.com
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Media Release
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Ad hoc announcement pursuant to Art. 53 LR
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Cautionary Note Regarding Forward-Looking Statements
Certain statements in this presentation may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act, such as
statements regarding expected cost savings, future financial targets, business strategies, management’s views with respect to future events and financial performance, and the assumptions underlying such expected cost savings, targets, strategies,
and statements. Forward-looking statements include those preceded by, followed by or that include the words such as “may,” “will,” “could,” “should,” “might,” “projects,” “expects,” “believes,” “anticipates,” “intends,” “plans,” “continue,”
“estimate,” or “pursue,” or similar expressions. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from historical experience or from future results expressed
or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, the effect of political, economic and market conditions and geopolitical events; the level of demand in the construction industry; the
cyclicality of the industries and businesses in which our customers operate; changes in the cost and/or availability of raw materials required to run our business; energy and fuel costs; adverse weather conditions and natural disasters; the
logistical and other challenges inherent in our operations; the actions and initiatives of current and potential competitors; the level and volatility of interest rates and other market indices; the ability of Amrize to maintain satisfactory credit
ratings; the outcome of pending litigation or future litigation; the impact of current, pending and future legislation and regulation; factors related to the failure of Amrize to achieve some or all of the expected strategic benefits or
opportunities expected from the separation from Holcim Ltd (“Holcim”); material costs and expenses as a result of the separation from Holcim; our limited history operating as an independent, publicly-traded company; our obligation to indemnify
Holcim pursuant to the agreements entered into connection with the separation and the risk Holcim may not fulfill any obligations to indemnify Amrize under such agreements; that under applicable tax law, Amrize may be liable for certain tax
liabilities of Holcim following the separation if Holcim were to fail to pay such taxes; the fact that Amrize may receive worse commercial terms from third parties for services it used to receive from Holcim prior to the separation; the fact that
certain of Amrize's executive officers and directors may have actual or potential conflicts of interest because of their previous positions at Holcim; potential difficulties in maintaining relationships with key personnel; and other factors which
can be found in Amrize’s media releases and Amrize’s filings with the SEC, including in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, including Item 1A. “Risk Factors.” Any forward-looking statement speaks only as
of the date on which it is made. The forward-looking statements made in this press release are made only as of the date hereof or as of the dates indicated in the forward-looking statements and reflect the views stated therein with respect to
future events as at such dates, even if they are subsequently made available by Amrize on its website or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements, and we do not undertake or assume any obligation to
update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
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Media Relations: media@amrize.com
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Investor Relations: investors@amrize.com
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FAQ
What leadership change did Amrize (AMRZ) announce in this 8-K filing?
Amrize announced that Baris Oran will become Chief Financial Officer on April 1, 2026, succeeding Ian Johnston. Johnston will step down as CFO but remain a full-time employee and senior advisor through March 31, 2027 to support a smooth transition.
What is the compensation package for new Amrize (AMRZ) CFO Baris Oran?
Baris Oran will receive a $750,000 annual base salary, a target bonus equal to 100% of salary with a 200% maximum, long-term equity grants worth at least 325% of salary, a $29,000 annual car allowance, and standard retirement, health, and insurance benefits.
How long is Baris Oran’s employment agreement term with Amrize (AMRZ)?
Baris Oran’s employment agreement is of unlimited duration but includes a 12-month termination notice period. The agreement does not provide for cash termination or change-of-control payments, apart from certain accelerated vesting of equity awards if specific conditions are met.
What experience does new Amrize (AMRZ) CFO Baris Oran bring to the role?
Baris Oran previously served as CFO of GXO Logistics, CFO of XPO Logistics, and CFO of the Sabanci Group, with additional leadership roles at Kordsa, Ernst & Young, PwC, and Sara Lee. Amrize highlights his 25-year track record in finance, M&A, and capital markets.
What financial scale did Amrize (AMRZ) report alongside the CFO announcement?
Amrize noted that it achieved $11.8 billion in revenue in 2025, underscoring the company’s size and financial base. The company also referenced an investment-grade credit rating and strong balance sheet as the platform for the new CFO’s capital allocation and growth initiatives.