Gangestad Nicholas C 4

What Happened

• Nicholas C. Gangestad, a director of Amrize Ltd (AMRZ), received a restricted stock unit (RSU) award that vested on 2026-04-21 for 2,976 shares (acquired at $0.00 on the Form 4). To satisfy tax withholding obligations on the vesting, 740 shares were disposed on the same date at $57.12 per share, producing proceeds of $42,269.
• The RSU grant is reported under the Amrize Ltd 2025 Omnibus Incentive Plan and the disposal is a tax-withholding event rather than an open-market sale for diversification.

Key Details

• Transaction dates: 2026-04-21 (vest and withholding); Form 4 filed 2026-04-22 (timely filing).
• Award: 2,976 RSUs granted/vested (code A) at $0.00 reported value; withholding/disposition: 740 shares disposed (code F) at $57.12 each, proceeds $42,269.
• Shares owned after transaction: not specified in this filing.
• Footnotes: F1 notes the $57.12 price is the closing price on the vesting/trading date; F2 states the RSU award vests on the earlier of one-year anniversary of grant or the issuer's next annual meeting.
• Nature of disposal: tax withholding (payment of tax liability) — not a voluntary open-market sale (routine administrative action).

Context

• RSU vesting grants shares to the insider; withholding of a portion to cover taxes is common and does not necessarily indicate a change in insider sentiment.
• This filing shows acquisition via vesting plus share disposition solely to satisfy tax obligations, rather than a purchase or a discretionary sale.