Business Context and Reporting Period
This Form 8-K was filed by Amrize Ltd on February 19, 2026. The Company, incorporated in Switzerland, operates primarily in North America following the spin-off of its business from Holcim Ltd on June 23, 2025. The report details a change in the Company's independent registered public accounting firm.
Key Financial Metrics
The filing does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the administrative change of the external auditor.
Material Changes
- Change in Auditor: The Audit Committee engaged Ernst & Young LLP ("EY US") as the independent registered public accounting firm for the year ending December 31, 2026, effective immediately.
- Dismissal of Prior Auditor: Ernst & Young AG ("EY Switzerland") was dismissed as the independent registered public accounting firm on the same date. EY Switzerland will continue to serve as the statutory auditor under Swiss Law.
- Rationale: The change was made to better coordinate with the Company's financial reporting function in the United States following the Spin-Off.
Guidance, Risks, and Contingencies
Internal Control Weakness: The Company disclosed a previously identified material weakness in the design and operation of internal control over financial reporting. This weakness relates to insufficient accounting and supervisory personnel with appropriate U.S. GAAP technical accounting experience and training. This was identified prior to the Spin-Off when the Company was not a standalone entity.
Audit Opinions: The reports of EY Switzerland on the combined financial statements for the fiscal years ended December 31, 2024, 2023, and 2022 did not contain an adverse opinion, disclaimer, or qualification regarding uncertainty, audit scope, or accounting principles.
Disagreements: There were no disagreements or reportable events between the Company and EY Switzerland during the fiscal years ended December 31, 2025 and 2024, or the interim period through February 19, 2026, other than the previously disclosed material weakness.
Investor Verification Checklist
- Verify the transition plan between EY Switzerland and EY US to ensure continuity in audit oversight.
- Review the Company's remediation plan for the material weakness regarding U.S. GAAP technical accounting experience.
- Confirm the status of the statutory audit in Switzerland, as EY Switzerland remains the statutory auditor.
- Check subsequent filings for the first interim review report performed by EY US for the period ending March 31, 2026.