As filed with the U.S. Securities and Exchange Commission on April 27, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-35401

CEMENTOS PACASMAYO S.A.A.

(Exact name of Registrant as specified in its charter)

PACASMAYO CEMENT CORPORATION

(Translation of Registrant’s name into English)

Republic of Peru

(Jurisdiction of incorporation or organization)

Calle La Colonia 150, Urbanización El Vivero
Surco, Lima
Peru

(Address of principal executive offices)

Gabriela Dañino, Esq., General Counsel
Tel. +51-1-317-6000
Calle La Colonia 150
Urb. El Vivero - Lima, Peru

(Name, telephone, email and/or facsimile number and address of company contact person)

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

Securities registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 203.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the Registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the Registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

TABLE OF CONTENTS

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Certain Definitions

All references to “we,” “us,” “our,” “our company,” “Pacasmayo,” and “Cementos Pacasmayo” in this annual report on Form 20-F are to Cementos Pacasmayo S.A.A., a publicly held corporation (sociedad anónima abierta) organized under the laws of Peru, and, unless the context requires otherwise, its consolidated subsidiaries. References to “our controlling shareholder” are to Inversiones ASPI S.A. The term “U.S. Dollar” or “U.S. Dollars” and the symbol “US$” refer to the legal currency of the United States; and the term “Sol” or “Soles” and the symbol “S/” refer to the legal currency of Peru.

Financial Information

Our consolidated financial statements included in this annual report on Form 20-F have been prepared in Soles and in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and audited in accordance with the standards of the Public Company Accounting Oversight Board (United States).

We have translated some of the Soles amounts appearing in this annual report on Form 20-F into U.S. Dollars for convenience purposes only. Unless the context otherwise requires, the rate used to translate Soles amounts to U.S. Dollars was S/3.363 to US$1.00 as of December 31, 2025, which was the average accounting exchange rate (tipo de cambio contable) reported on December 31, 2025, by the Peruvian Superintendence of Banks, Insurance and Private Pension Fund Administrators (Superintendencia de Banca, Seguros y AFPs, or “SBS”). The Federal Reserve Bank of New York does not report a noon buying rate for Soles. The U.S. Dollar equivalent information presented in this annual report on Form 20-F is provided solely for convenience of the reader and should not be construed as implying that the Soles amounts represent, or could have been or could be converted into, U.S. Dollars at such rates or at any other rate.

Certain figures included in this annual report on Form 20-F have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be arithmetic aggregations of the figures that precede them.

In this annual report on Form 20-F, we present EBITDA, EBITDA margin, Adjusted EBITDA and Adjusted EBITDA margin, which are financial measures that are not recognized under IFRS. We refer to such financial measures as “non-IFRS” financial measures. A non-IFRS financial measure is generally defined as one that purports to measure financial performance, financial position or cash flows of the subject reporting company but excludes or includes amounts that would not be so adjusted in the most comparable IFRS measure. We present EBITDA, EBITDA margin, Adjusted EBITDA and Adjusted EBITDA margin, because we believe they provide the reader with supplemental measures of the financial performance of our core operations that facilitate period-to-period comparisons of EBITDA and adjusted EBITDA on a consistent basis. EBITDA, EBITDA margin, Adjusted EBITDA and Adjusted EBITDA margin, should not be used as an alternative to profit or operating profit, operating margin as an indicator of operating performance, as an alternative to cash flow provided by operating activities or as a measure of liquidity (in each case, as determined in accordance with IFRS). We define EBITDA as net profit minus finance income and plus finance costs, income tax expense, and depreciation and amortization, and plus or minus gain from exchange difference, net. We define adjusted EBITDA as EBITDA minus the impairment of our vertical kilns. EBITDA, EBITDA margin, Adjusted EBITDA and Adjusted EBITDA margin, as calculated by us, may not be comparable to similarly titled measures reported by other companies, including those in the cement industry. For a calculation of EBITDA and Adjusted EBITDA and a reconciliation to the most directly comparable IFRS financial measure, see “Item 4. Information on the Company—B. Business Overview—Overview—Non-IFRS Financial Measures and Reconciliation.”

Market Information

We make estimates in this annual report on Form 20-F regarding our competitive position and market share, as well as the market size and expected growth of the construction sector and cement industry in Peru. We have made these estimates on the basis of our management’s knowledge and statistics and other information available from the following sources:

We believe these estimates to be accurate as of the date of this annual report on Form 20-F.

FORWARD-LOOKING STATEMENTS

This annual report on Form 20-F contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements convey our current expectations or forecasts of future events. These statements involve known and unknown risks, uncertainties and other factors, including those listed under “Item 3. Key Information—D. Risk Factors,” which may cause our actual results, performance or achievements to differ materially from the forward-looking statements that we make.

Forward-looking statements typically are identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “project,” “plan,” “believe,” “potential,” “continue,” “is/are likely to,” or other similar expressions. Any or all of our forward- looking statements in this annual report on Form 20-F may turn out to be inaccurate. Our actual results could differ materially from those contained in forward-looking statements due to a number of factors, including:

The forward-looking statements in this annual report on Form 20-F represent our expectations and forecasts as of the date of this annual report on Form 20-F. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this annual report on Form 20-F.

Part I

Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

Not applicable.

Not applicable.

Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

Not applicable.

Item 3. KEY INFORMATION

Not applicable.

Not applicable.

Summary of Risk Factors

An investment in our common shares and ADSs is subject to a number of risks, including risks relating to global macroeconomic conditions, to Peru, to our Business and Industry and risks relating to our common shares and ADSs. The following list summarizes some, but not all, of these risks. Please read the information in the section entitled “Detailed Risk Factors” for a more thorough description of these and other risks.

Risk Relating to Global Macroeconomic Conditions

Risks Relating to Peru

Risks Relating to our Business and Industry

Risk Relating to our Common Shares and ADSs

Detailed Risk Factors

Risk Relating to Global Macroeconomics Conditions

Global macroeconomic conditions may have an adverse effect on economic conditions in Peru and, therefore, on our business, financial condition and results of operations.

Our operations and customers are located in Peru. As a result, our business, financial condition and results of operations, like those of most companies in Peru, may be adversely affected by the level of economic activity in the country. However, the Peruvian economy is significantly influenced by global macroeconomic trends, geopolitical stability, and international financial markets. Although we do not engage in direct export or import activities, we are not insulated from external shocks. For example, the United States, China and Europe are important recipients of Peru’s exports, and therefore a slowdown in one or more of these economies will affect Peru’s economic activity. Global volatility—such as fluctuations in the prices of commodities like copper and gold—directly impacts Peru’s fiscal revenue and trade balance, which can lead to reduced public infrastructure spending and a contraction in private investment. Furthermore, while we utilize domestic energy sources, our cost structure remains sensitive to global energy benchmarks; spikes in international oil or coal prices can drive up domestic logistics and manufacturing costs, such as a result of the ongoing conflicts in Iran. Additionally, restrictive global monetary policies or increased risk aversion in international markets can lead to higher domestic interest rates and currency depreciation of the Sol against the U.S. Dollar. Such conditions could increase our financing costs, limit the availability of credit for construction projects, and reduce the purchasing power of our “self-construction” customers, ultimately resulting in decreased demand for cement and related building materials.

In particular, the cement sector is closely related to the following main macroeconomic variables: (i) the expansion or contraction of the economy as measured by gross domestic product (“GDP”), (ii) domestic demand, (iii) private investment and (iv) public spending. In this regard, prolonged conditions, at the global level, that adversely affect one or more of these variables would negatively affect the cement sector, which may have an adverse effect on our business, financial condition and results of operations.

In 2025, the Peruvian economy demonstrated unexpected resilience despite continued global geopolitical friction, including the conflicts in Ukraine and the Middle East. Peru’s GDP grew by approximately 3.3% in 2025, exceeding initial projections due to record-high terms of trade—driven by historic copper and gold prices—and the commencement of major logistics projects such as the Port of Chancay. These global tailwinds allowed the Central Reserve Bank of Peru (BCRP) to maintain monetary stability, ending the year with inflation at approximately 1.5% and the reference interest rate at 4.25%.

However, the global outlook for 2026 remains clouded by rising trade protectionism and potential tariff escalations among our major trading partners, including the United States and China. Any global slowdown that depresses metal prices would likely result in a reduction in Peru’s tax revenues and a subsequent slowdown in the public works projects that drive our cement demand. Finally, while the acute phase of the COVID-19 pandemic has passed, the occurrence of future regional or global health crises, as well as extreme climate events such as El Niño, remains a latent risk that could cause sudden disruptions to our supply chains, labor availability, and the general pace of construction activity in Northern Peru.

International conflicts, such as the current war between Russia and Ukraine, and the war between Israel and Hamas, or the United States, Israel and Iran, as well as other geopolitical tensions or conflicts have put upward pressure on international prices, increasing inflation, and therefore could adversely affect our business, financial condition, and results of operations.

Military conflict between Russia and Ukraine and the ongoing war between Israel and Hamas or the United States, Israel and Iran, have created sustained economic uncertainty and volatility in global markets since they began in 2022. Throughout 2025 and into early 2026, these conflicts, alongside renewed regional instability in the Middle East involving Iran and the Persian Gulf, have continued to disrupt global supply chains and trade flows. Although the long-term impact of these events remains unpredictable, they have led to (i) credit and capital market disruptions, (ii) lower global growth projections, and (iii) persistent upward pressure on the international prices of energy and commodities.

While the dynamics of these conflicts have evolved, they continue to impact our cost structure. Russia remains a significant global producer of energy, and recent instability in Iran and in Iraq— critical contributors to global oil supply—has introduced new volatility into the energy markets. Iraq, one of the world’s largest oil exporters, was forced to declare force majeure on its southern oilfields in March 2026, resulting in a nearly 70% reduction in its national production. These events caused global oil benchmarks to surge to over $115 per barrel. Furthermore, the military conflict between Israel and Iran, including U.S. participation, has further heightened geopolitical tensions globally, and the resulting disruption to the Strait of Hormuz has contributed to significant volatility in global energy markets. Peru is a net importer of oil, and as such it has been affected by increased and volatile prices. Moreover, we use coal in our operations that, although mostly sourced locally, has a price that is correlated to the global price of energy. Under our current electricity contracts, prices for electricity are determined by formulas tied to market variables including the U.S. Producer Price Index (PPI), global oil prices, and the import price of bituminous coal. Consequently, geopolitical tensions that drive global energy prices upward directly increase our operational costs, potentially reducing our margins.

In 2025 and more recently, global economic stability has been threatened by escalating trade tensions, particularly between major economies. The imposition of new tariffs by the United States on countries like Canada, Mexico and China and on Europe and Asia sparked fears of a global trade war, leading to significant market volatility. The application of tariffs on Peruvian exports, such as agricultural products and fishmeal, could adversely affect the demand for these products and hence reduce the disposable income of Peruvian entities and persons engaged in producing these exports. Since our customers, mainly from the self-construction segment, are employed by companies in these sectors, a decrease in their income could adversely affect the demand for our products.

Additionally, energy security has continued to be a pressing issue, with conflicts and geopolitical maneuvers affecting global energy supplies and prices, including instability in international maritime shipping routes which may impact the cost of imported equipment and supplies.

The foregoing conflicts and any other geopolitical tensions may lead, among others, to increased protectionism or barriers to immigration, a general reduction of international trade in goods and services, or a reduction in the integration of financial markets. These tensions have affected both diplomatic and economic ties, and heightened tensions could reduce levels of trade, investments, technological exchanges, and other economic activities among major economies. Additionally, sanctions may create supply constraints and drive inflation. For our company, the inflationary pressures generated by these conflicts and/or protectionism could adversely affect our business, financial condition and results of operations.

Increases in global freight costs could adversely affect international prices, which, in turn, may increase inflation and therefore adversely affect our business, financial condition and results of operations.

Although global freight prices have decreased from the peak levels experienced in 2022, 2025 was marked by renewed volatility and significant spikes in shipping rates. Throughout the year, container and bulk freight costs remained well above pre-pandemic benchmarks, driven by a convergence of geopolitical and climate-related disruptions. Security threats in the Red Sea and Suez Canal continued to force the rerouting of vessels around the Cape of Good Hope, increasing transit times and fuel consumption. Furthermore, escalating tensions in the Middle East involving Iran and the Persian Gulf—specifically threats to the Strait of Hormuz—have led to increased insurance premiums and higher “bunker fuel” surcharges, which are passed on to shippers.

In 2025, freight markets also experienced a “front-loading” phenomenon, as global importers rushed to secure vessel space and equipment ahead of anticipated new tariffs and trade restrictions between major economies. This rush was in anticipation of new tariffs and trade restrictions expected to be implemented between key economies. This surge in demand created localized shortages of shipping capacity, particularly on routes originating from Asia, leading to temporary but sharp increases in freight rates. While we do not export our products, we rely on international markets for capital equipment, specialized spare parts, and certain industrial supplies. Global freight disruptions directly increase the landed cost of these essential inputs.

Additionally, climate-related risks—such as the continued volatility of water levels in the Panama Canal—remain a latent threat to the efficiency of maritime corridors serving the Pacific coast of South America. Any sustained increase in global logistics costs contributes to “imported inflation” in Peru, raising the cost of energy and raw materials domestically. These inflationary pressures can erode the purchasing power of our customers and increase our operational expenses, which may have a material adverse effect on our business, financial condition, and results of operations.

Risks Relating to Peru

Political, social and economic developments in Peru including political instability, rates of inflation and unemployment could have a material adverse effect on our business, financial condition and results of operations.

All of our operations and customers and the majority of our suppliers are located in Peru. Accordingly, our business, financial condition and results of operations depend on the level of economic activity in Peru. These could be affected by changes in economic and other policies of the Peruvian government, and by other economic and political developments in Peru, including devaluation or depreciation, currency exchange controls, inflation, economic downturns, political instability, corruption scandals, social disturbances and terrorism.

While historical terrorist activity remains largely confined to the Valle de los Ríos Apurímac, Ene y Mantaro (“VRAEM”) region, Peru has seen a significant and concerning escalation in organized crime and urban insecurity throughout 2025. In Northern Peru—our primary region of operation—there has been a marked increase in extortion and “cobro de cupos” (protection money rackets) specifically targeting the construction sector, including small-scale developers and individual home-builders. This climate of insecurity has, in some instances, led to the temporary suspension of construction projects and increased costs related to private security and insurance. Furthermore, illegal mining continues to expand in the Amazon and Andean regions, fueled by high gold prices. The infiltration of organized crime into these unregulated sectors has exacerbated regional violence and environmental degradation, deterring both domestic and foreign investment and potentially depressing regional economic growth.

Peru has experienced a period of significant political volatility marked by frequent changes in executive leadership and a highly fragmented Congress. Following the impeachment and arrest of former President Pedro Castillo in December 2022 after his failed attempt to dissolve Congress, Dina Boluarte assumed the presidency. While her administration oversaw a period of relative macroeconomic stability in 2025, it faced persistent low approval ratings and ongoing friction with a divided legislature. On October 10, 2025, Peru’s Congress voted to impeach and remove President Dina Boluarte for permanent moral incapacity following months of investigations and political confrontation. Pursuant to the constitutional line of succession, an interim successor, José Jerí, was sworn in pending the definition of an electoral timetable. However, on February 17, 2026, José Jerí was removed from office by Congress following preliminary investigations over allegations of illegal sponsorship of private interests and influence-peddling to the detriment of the state. In response, Congress elected José María Balcázar, as Peru’s new interim president.

As of the date of this annual report on Form 20-F, Peru is entering the 2026 General Election cycle. Historically, election periods in Peru are characterized by heightened uncertainty and a “wait-and-see” approach from private investors. The current political landscape remains highly fragmented, with dozens of registered parties and no clear consensus candidate. There is a risk that the upcoming elections could lead to the rise of a populist administration seeking to implement radical shifts in fiscal policy, increase taxation on the private sector, or attempt to modify the 1993 Constitution to expand the State’s role in the economy. Any such shifts toward less business-friendly policies could lead to capital flight, currency depreciation of the Sol against the U.S. Dollar, and a contraction in the private investment that drives demand for our products.

Despite a recovery in GDP growth to approximately 3.3% in 2025, Peru’s economy remains vulnerable to fluctuations in domestic demand and public spending. Inflation, while successfully anchored by the Central Reserve Bank (BCRP) at 1.5% by the end of 2025, could be pressured by future social unrest or global supply shocks. Because our “self-construction” customer base is highly sensitive to disposable income levels and access to credit, any spike in unemployment or interest rates could lead to a material decrease in cement volumes. We cannot provide assurance that future government policies to preempt or respond to social disturbances or economic downturns will not adversely affect the Peruvian economy and, consequently, our business and financial results.

A depreciation or devaluation of the Sol could have a material adverse effect on our business, financial condition and results of operations.

We are subject to foreign exchange risk because of a mismatch between the currency of our revenue and the currency of our costs. While substantially all of our revenues are denominated in Soles, as of December 31, 2025, approximately 18.3% of our costs were denominated in, or indexed to, the U.S. Dollar. This includes critical operational inputs such as imported spare parts, specialized machinery, and energy contracts that are adjusted based on U.S. Dollar-indexed formulas. Consequently, any significant depreciation or devaluation of the Sol against the U.S. Dollar would increase our operating expenses in Sol terms, potentially compressing our profit margins.

Historically, the sol/U.S. Dollar exchange rate has been sensitive to Peruvian political stability and global metal prices. As we enter the 2026 general election cycle, increased political uncertainty has historically led to capital flight and downward pressure on the Sol. If the Sol experiences a sharp devaluation due to electoral outcomes, a downgrade in Peru’s sovereign credit rating, or a shift in the Central Reserve Bank’s (BCRP) intervention policies, our financial condition and results of operations could be materially and adversely affected.

The implementation of restrictive exchange rate policies and other similar laws by the Peruvian government could adversely affect our business, financial condition and results of operations.

Since 1991, the Peruvian economy has operated under a market-oriented regime, with a focus on the dismantling of protectionist and interventionist policies. Currently, foreign exchange rates are determined by market supply and demand, with the Central Reserve Bank of Peru (BCRP) conducting regular open-market operations to mitigate excessive volatility in the Sol’s value against the U.S. Dollar. However, the stability of this framework is subject to political continuity.

As of the date of this annual report on Form 20-F, Peru is approaching General Elections, featuring a highly fragmented field of candidates with widely diverging economic platforms. Certain populist or nationalist factions have historically proposed moving away from the current free-market model toward more interventionist states, which could include the implementation of capital controls or restrictive exchange rate policies. We cannot assure you that the next administration or the Peruvian Congress will not institute such measures in the future.

Any such restrictive policy could have a material adverse effect on our business. While we do not currently have any outstanding indebtedness denominated in U.S. Dollars, we remain exposed to currency risk through our operational cost structure. As of December 31, 2025, approximately 18.3% of our production costs were denominated in, or indexed to, the U.S. Dollar, including some imported raw materials and certain energy-related contracts. Restrictive exchange policies could increase the difficulty of fulfilling these U.S. Dollar-denominated costs and limit our ability to secure essential supplies from international vendors.

Furthermore, such policies could require us to seek government authorization to make payments in U.S. Dollars. This would materially and adversely affect our ability to pay dividends in U.S. Dollars to holders of our American Depositary Shares (“ADSs”). It could also restrict our flexibility to access international capital markets for future financing needs should domestic liquidity be insufficient. A shift toward an interventionist regime could lead to a significant loss of investor confidence and a contraction in private investment, which partially drives the Peruvian construction sector, ultimately impacting our results of operations.

Increased rates of inflation in Peru could have an adverse effect on the Peruvian long-term credit market, as well as the Peruvian economy generally and, therefore, on our business, financial condition and results of operations.

In the past, Peru has suffered through periods of high and hyper-inflation, which has materially undermined the Peruvian economy and the government’s ability to create conditions that support economic growth. In response to increased inflation, the BCRP, which sets the Peruvian basic interest rate, may increase or decrease the basic interest rate in an attempt to control inflation or foster economic growth. Increases in the base interest rate could adversely affect our results of operations, increasing the cost of certain funding. Additionally, a return to a high-inflation environment would also undermine Peru’s foreign competitiveness, with negative effects on the level of economic activity and employment, while increasing our operating costs and adversely impacting our operating margins if we are unable to pass the increased costs on to our customers. Although inflation was 1.5% for 2025, below the previous five-year average of 4.3%, inflation rates in Peru may rise in the future as a result of supply shocks, including rises in prices of energy, increased freight costs, and/or an increase in domestic demand. See “—Increases in global freight costs could adversely affect international prices, which, in turn, may increase inflation and therefore adversely affect our business, financial condition and results of operations.”

Changes in tax laws or their interpretation may increase our tax burden and, as a result, negatively affect our business.

The Peruvian Congress and government regularly implement changes to tax laws that may increase our tax burden, or the tax burden of our subsidiaries. These changes may include modifications in our taxable base, tax rates and, on occasion, the enactment of temporary taxes that in some cases have become permanent taxes or changes to VAT (value added tax) exemptions applicable to certain of our operations in the Amazonian region. We are unable to estimate the outcomes that these changes may have on business. In that sense, the Peruvian government recently introduced several changes related to transfer pricing rules and formal obligations in order to comply with BEPS (base erosion and profit shifting) Guidelines on transactions performed between related parties or with the intervention of low or no-tax jurisdictions, such as the obligation to file new local-files, master-files and country-by-country reports with the Peruvian tax authority, and to adjust taxable bases accordingly for income tax purposes. Additionally, the government has implemented changes concerning thin capitalization requirements, which may limit the ability of companies to claim interest deductions for tax purposes where specified debt-to-equity thresholds are exceeded. The government has also adopted a general anti-avoidance rule, or GAAR, which grants the national tax and customs authority the power to recharacterize certain transactions on the basis of their economic substance rather than their legal form.

The effects of any tax reforms that could be proposed in the future and any other changes that result from the enactment of additional reforms have not been, and cannot be, quantified. However, any changes to our tax regime or interpretations thereof (including in connection with the tax rates, tax base (base imponible), deductions rules, payments in advance regime (regimen de pagos a cuenta), time of payment or the establishment of new taxes thereof) may result in increases in our overall costs and/or our overall compliance costs, which could negatively affect our results of operations.

Our operations could be adversely affected by an earthquake, flood or other natural disasters.

Severe weather conditions and other natural disasters in areas in which we operate may materially adversely affect our operations. Peru is affected by El Niño, an oceanic and atmospheric phenomenon that causes a warming of temperatures in the Pacific Ocean, resulting in heavy rains off the coast of Peru and various other effects in other parts of the world. The effects of El Niño, which typically occurs every two to seven years, which affected both 2023 and 2024, include flooding and the destruction of fish populations and agriculture, and, accordingly, have a negative impact on Peru’s economy. For example, in March 2023, Cyclone Yaku generated intense rainfall, which resulted in flooding and landslides, which severely damaged some areas in the north of Peru. Although our facilities were not significantly affected, our ability to ship cement was compromised by the destruction of infrastructure and flooding of roads. According to the April 2026 report from the National Oceanic and Atmospheric Administration (NOAA), there is a 61% probability of an El Niño transition emerging during the May–July 2026 period and persisting through the end of the year. Given the cyclical nature of these phenomena, we anticipate that El Niño and La Niña events will continue to affect the Peruvian climate periodically, and we cannot provide assurance that the potential onset of such conditions—particularly in the vulnerable northern region of Peru—will not have a material adverse effect on our operations, logistical infrastructure, or financial results.

Peru also is located in an area that experiences seismic activity and occasionally is affected by earthquakes. For example, in 2007, an earthquake with a magnitude of 7.9 on the Richter scale struck the central coast of Peru, severely damaging the region south of Lima. Although the North is not typically affected by earthquakes, we cannot assure you that such an event will not occur and if it does, it could adversely affect our business and results of operations.

Our operations could be adversely affected by government-mandated plant closures.

Public health crises, such as epidemics or pandemics, as well as other events deemed to be public emergencies, may result in the government requiring us to cease our operations. For example, in March 2020, the Peruvian government ordered a state of emergency due to the COVID-19 outbreak, and required us to close our operations for approximately two months in 2020. This closure had a materially adverse effect on our business, financial condition, and results of operations, in particular during the state of emergency. Although our business recovered well following the required period of closure, we cannot assure you that the government will not take similar measures in the future as a result of public health crises or other public emergencies that may have an impact on the Peruvian economy as a whole, the construction sector, our customers’ ability to purchase cement and cement-based products, and/or our customers’ ability to pay for products we have previously sold to them.

Our operations are subject to physical challenges related to climate change.

Climate change may have an adverse impact on the regions where our operations are located. Some of the risks of climate change include heavy precipitation or extremely high temperatures. Extreme precipitation, leading to flooding, may damage the roads and potentially reduce our productivity and increase our costs. Roads blocked as a consequence of floods could also affect our ability to both ship our finished products and receive raw materials, negatively affecting our business and results of operations.

In addition to these physical risks, the regulatory landscape surrounding climate and environmental, social and governance (“ESG”) matters continues to evolve. In recent years, various guidelines and regulations have been issued recommending or requiring companies to adopt policies and procedures aimed at enhancing the approach to ESG-related matters, including climate-related disclosures. Although certain regulatory initiatives, such as the SEC’s climate disclosure rules proposed in 2024, have not ultimately been adopted, we cannot rule out future attempts to enact rules requiring climate-related disclosures or other ESG-related obligations. The adoption of new guidelines and regulations on ESG matters could limit our business or the businesses of our subsidiaries, restrict our ability or the ability of our subsidiaries to recruit new customers, increase compliance requirements or result in higher operating or funding costs, among other effects that we cannot predict at this time given the still-developing nature of the regulatory environment related to ESG matters.

The Peruvian economy could be adversely affected by economic developments in regional or global markets.

Although economic conditions vary from country to country, investors’ perceptions of the events occurring in one country may adversely affect cash flows and securities from issuers in other countries, including Peru. Peru’s economy is highly susceptible to fluctuations in regional and global markets due to its significant dependence on commodity exports, particularly minerals. A decline in global demand or disruptions in international trade could lead to reduced export revenues and, in turn, government income. Additionally, tighter financial conditions or geopolitical instability can trigger capital outflows, currency depreciation, and inflationary pressures, affecting private and public investment and exacerbating social inequality in the country. Adverse developments in regional or global markets or a perceived increase in risks associated with investing in emerging markets could adversely affect the Peruvian economy and, consequently, our business, financial condition and results of operations.

An additional source of risk relates to the economic and trade policies that may be adopted by the current U.S. administration. The implementation of import tariffs or other trade restrictions, retaliatory measures by the Peruvian government, or unsuccessful trade negotiations between the two countries could result in heightened trade barriers, sanctions, and increased costs. While the impact of such measures has been limited to date, we cannot provide assurance that these policies will not adversely affect the Peruvian economy or certain of our customers, which could in turn have a negative impact on our business, financial condition and results of operations.

A decline in the prices of certain commodities in the international markets could have a material adverse effect on our financial condition and results of operations.

In 2025, traditional exports, in particular mineral products, fishing products, agricultural products and petroleum and its derivatives, represented 74.3% of Peru’s total exports, according to the figures published by the BCRP. Changes in commodity prices in the international markets may have an adverse impact on Peruvian government finances, which could affect both investor confidence and the sustainability of government expenditure and social programs. Thus, a decline in commodity prices could, ultimately, affect the political environment in Peru, especially as regional and local governments are particularly reliant on tax revenue from mining operations. Lower commodity prices could also affect the retail sector, leading to, for example, a decline in purchasing power and consumer spending.

Corruption and ongoing high-profile corruption investigations may hinder the growth of the Peruvian economy and have a negative impact on our business and operations.

Starting in 2017, Peru has gone through a series of government institutional crises due to, among other things, several corruption scandals involving prominent political figures, mainly past Presidents, and some large construction companies. Some of these corruption scandals resulted in impeachment or resignations, such as that of former President Pedro Pablo Kuczynski in 2018 and former President Martín Vizcarra in 2020, and more recently former President Pedro Castillo in 2022.

In addition, several corruption scandals regarding authorities at municipal, regional and national government levels are also ongoing, and former and current government officials have been detained. President Boluarte is currently under investigation for alleged illegal campaign contributions in 2021 and for appointing political allies to public positions, including her brother Nicanor who was recently arrested. We cannot predict how these or future corruption scandals or investigations may affect the Peruvian economy, hinder the growth of the Peruvian economy and indirectly have a material adverse effect on our business, financial condition and results of operations.

Although recent history indicates that the macroeconomic stability of the country may remain unaffected by political turmoil, we cannot provide any assurance that political turmoil will not in the future have a material effect on the political or economic stability of the country, and therefore, could have a material adverse effect on our business, financial condition and results of operations.

The surge in extortion-related crime may undermine public security and stability in Peru, posing operational risks and potential disruptions to our business and results of operations.

In 2025, extortion continued to pose a major public security challenge in Peru, with 26,585 reported cases nationwide, up from 22,361 in 2024, according to SIDPOL data published by Peru’s Ministry of Interior. Organized crime groups targeted a wide array of sectors, including transport, retail, and education, often employing violent tactics to enforce their demands. Despite government measures like declaring states of emergency and deploying military forces, the persistence of these crimes underscores the challenges the country faces in restoring public security and trust. Our customers, which are small business owners, are currently suffering from these extortions, therefore affecting their ability to purchase cement, due to decreased disposable income.

Risks Relating to our Business and Industry

We are subject to the possible entry of domestic or international competitors into our market, which could decrease our market share and profitability.

The cement market in Peru is competitive and is currently served mainly by three main groups, which together supply most of the cement consumed in the country, although there are smaller producers and some imports. In August 2024, Holcim Ltd, a Swiss-based company, entered the Peruvian construction market with the acquisition of two Peruvian companies (Compañía Minera Agregados Calcareos S.A. (Comacsa), an aggregates and white cement producer, and Mixercon S.A., one of the former cement grinding facilities with concrete located in the Lima area). At the beginning of 2025, it also purchased Compañía Minera Luren, specialized in the marketing of quicklime and silico-lime bricks. Also, on March 30, 2026, as reported to us by our shareholder Inversiones ASPI S.A., Holcim has acquired 99.99% of the shares representing the capital stock of Inversiones ASPI S.A., which in turn is the holder of 50.01% of the capital stock of Cementos Pacasmayo S.A.A. For further information, see “―A change of control of our company occurred in March 2026, which could lead to shifts in our strategy, management, and corporate governance” and “Item 4. Information on the Company—A. History and Development of the Company—Recent Developments.” In the cement industry, the location of a production plant tends to limit the market a plant can serve because transportation costs are high, reducing profit margins. Historically, we have supplied the northern region of Peru while two other groups have supplied the central (which includes the Lima metropolitan area) and southern regions of Peru, driven principally by the location of production facilities and distribution focus. However, competition could intensify if other manufacturers decide to enter our market.

We may face increased competition if the other Peruvian cement manufacturers, despite incremental freight costs, expand their distribution of cement to the northern region of Peru, or if they develop a cement plant in the north, particularly if the cement markets in Lima or other areas of Peru become saturated. For example, Caliza Inca is looking to install a grinding facility in the North of Peru. In the past, some foreign cement manufacturers have announced plans to build cement plants in the central region of the country. If competition intensifies in the central region of Peru as a result of the construction of any such plants or otherwise, it may have price repercussions in our market.

We also face the possibility of competition from the entry into our market of imported clinker for grinding facilities, cement or other materials or products. We could also face competition from foreign manufacturers, which may have significantly greater financial resources than us, particularly as production capacity continues to exceed depressed demand in other parts of the world and transportation costs decrease.

We may not be able to maintain our market share if we cannot match our competitors’ prices or keep pace with the development of new products. If any of these events were to occur, our business, financial condition and results of operations could be adversely affected.

Demand for our cement products is highly related to housing construction in northern Peru, which, in turn, is affected by economic conditions in the region.

Cement consumption is highly related to construction levels. Demand for our cement products depends, in large part, on residential construction in the north of Peru, which consists mostly of low-income families gradually building or improving their own homes without technical assistance, which we refer to as self-construction (auto-construcción). We estimate that in 2025, self-construction (auto-construcción) accounted for approximately 73.9% of our cement sales. Residential construction, in turn, is highly correlated to prevailing economic conditions in Peru. A decline in economic conditions would reduce household disposable income and cause a significant reduction in residential construction, leading to a decrease in demand for cement. As a result, a deterioration of economic conditions in the northern region of Peru would have a material adverse effect on our financial performance and results of operations. We cannot assure you that growth in Peru’s GDP, or the contribution to GDP growth attributable to the northern region of the country, will continue at the recent pace or at all, as the economy continues to be affected by external factors such as inflationary pressure, and political uncertainty continues.

A reduction in private or public construction projects in the northern region of Peru would have a material adverse effect on our business, financial condition and results of operations.

We estimate that in 2025, approximately 14.0% of our cement sales were derived from private construction (other than self-construction (auto-construcción)) and 12.1% from public construction in the north of Peru. Significant interruptions or delays in, or the termination of, private or public construction projects may adversely affect our business, financial condition and results of operations. Private and public construction levels in our market depend on investments in the region which, in turn, are affected by economic conditions.

While the “Reconstruction with Changes” (ARCC) program and its associated UK Government-to-Government (G2G) agreement expired in late 2023, the Peruvian government has transitioned these responsibilities to the National Infrastructure Authority (Autoridad Nacional de Infraestructura or “ANIN”). ANIN was created to centralize and expedite major projects, and in early 2026, it unveiled a pipeline of strategic investments in health, education, and water management for the northern region. However, the transition to this new governance structure involves inherent risks of administrative delays and shifting budget priorities.

Public spending in 2026 may be affected by the general election cycle in Peru. Historical trends suggest that infrastructure spending and private investment can fluctuate significantly during election years due to political uncertainty and potential shifts in cabinet-level leadership. A sustained reduction in public or private infrastructure spending in the northern region of Peru would have a material adverse effect on our business, financial condition, and results of operations.

Our business, financial condition and results of operations may be adversely affected by increases in energy prices or shortages in the supply of energy, as well as third-party raw materials.

Electricity and coal account for a significant percentage of our production costs. In 2025, the cost of electricity represented approximately 13.8% of our cement production costs, while coal represented approximately 17.1%. Our cost structure is highly sensitive to geopolitical tensions and international conflicts, which can significantly increase our operational expenses and disrupt our supply chain.

The ongoing war between Russia and Ukraine and the conflict in the Middle East have created sustained volatility in global energy markets. More recently, in early 2026, a major military escalation led to the effective closure of the Strait of Hormuz, triggering a severe global oil supply disruption. Although we source our anthracite coal from domestic suppliers, the price of coal is largely driven by global energy benchmarks and is highly correlated with the price of oil. Consequently, any spike in international oil prices directly increases our coal procurement costs and adversely affects our results of operations. We do not have long-term coal supply agreements, nor do we engage in hedging transactions for coal prices, leaving us fully exposed to these market fluctuations. See “—Increases in global freight costs could adversely affect international prices, which, in turn, may increase inflation and therefore adversely affect our business, financial condition and results of operations” and “—International conflicts, such as the current war between Russia and Ukraine, and the war between Israel and Hamas or the United States, Israel and Iran, as well as other geopolitical tensions or conflicts have put upward pressure on international prices, increasing inflation, and therefore could adversely affect our business, financial condition, and results of operations.”

Furthermore, we are subject to electricity price volatility. We have a long-term electricity supply agreement with Electroperú S.A. to serve our Pacasmayo and Piura facilities through May 2026, after which Orygen Perú S.A.A. will supply electricity to those facilities from June 2026 through May 2031, and an agreement with Electro Oriente S.A. (ELOR) for our Rioja facility through December 2029. Our electricity costs are subject to adjustment formulas that take into consideration market variables such as the U.S. Producer Price Index (PPI) and global energy prices. As approximately 18.3% of our total costs are denominated in or indexed to the U.S. Dollar, the combination of high global energy prices and a potential depreciation of the Sol could result in a “double impact” on our margins.

Our operations also depend on the stability of the Peruvian Electricity Interconnection System (SEIN). Any interruptions or failures in the SEIN, or localized disruptions such as the seven-week outage at our Rioja facility in 2023, can halt production and force us to incur significantly higher logistics costs to supply our customers from alternative plants. We have no back-up power systems at our facilities, and we cannot assure you that we would be able to access alternative energy sources at comparable prices during a shortage or rationing event. If we are unable to pass these increased energy and logistics costs on to our customers through higher cement prices, our business, financial condition, and results of operations will be materially and adversely affected.

Changes in the cost or availability of admixtures and raw materials supplied by third parties may adversely affect our business, financial condition and results of operations.

We use certain admixtures and raw materials in the production of cement, such as gypsum, blast furnace slag and iron that we obtain from third parties. In 2025, our cost of admixtures and raw materials supplied by third parties as a percentage of our cement production costs was approximately 2.7%. Moreover, although we expanded our clinker capacity in 2023, we continue to use a small amount of imported clinker from existing inventories, representing 2.6% of our cement production costs in 2025. We do not have long-term contracts for the supply of admixtures or raw materials that we use and if existing suppliers cease operations or reduce or eliminate production of these products, our costs to procure these materials may increase significantly or we may be obligated to procure alternatives to replace these products.

We may undertake future acquisitions that may not achieve expected benefits.

Our strategic initiatives include pursuing acquisitions that tend to diversify our existing portfolio of products and services and expand our geographic footprint. In the future, we may decide to expand by acquiring other companies in Peru or abroad. Any future acquisitions will depend on our ability to identify suitable candidates, negotiate acceptable terms, and obtain financing for the acquisitions. If future acquisitions are significant, they could change the scale of our business and expose us to new geographic, political, operating and financial risks. In addition, each acquisition involves a number of risks, such as the diversion of our management’s attention from our existing business to integrating the operations and personnel of the acquired business, possible adverse effects on our results of operations during the integration process, our inability to achieve the intended objectives of the combination and potential unknown liabilities associated with the acquired assets.

We may not be able to obtain the funding required to implement future strategies.

Our strategies to continue to expand our cement production capacity and distribution network require significant capital expenditures. We cannot assure you that we will generate sufficient cash flow from operations, or that we will have access to external financing sources, to adequately fund such capital expenditures. Our access to external sources of financing will depend on many factors, including factors beyond our control, such as conditions in the global capital markets and investors’ risk perception of investing in Peru and in emerging markets generally. Any equity or debt financing, if available, may not be on terms that are favorable to us. If our access to external financing is limited, we may not be able to execute our strategy, which could adversely affect our business, financial condition and results of operations.

In addition, the “club deal” loan we entered into in 2021, contain covenants that limit our ability and that of our restricted subsidiaries to incur additional indebtedness if we do not meet certain financial ratios. If we are unable to incur additional debt to fund our future strategies, our business could be adversely affected.

We are subject to risks related to litigation and administrative proceedings that could adversely affect our business and financial performance in the event of an unfavorable ruling.

The nature of our business exposes us to litigation relating to product liability claims, labor, health and safety matters, environmental matters, regulatory, tax and administrative proceedings, governmental investigations, tort claims and contract disputes, among other matters. In the past, we have been subject to antitrust and tax proceedings or investigations. While we contest these matters vigorously and make insurance claims when appropriate, litigation is inherently costly and unpredictable, making it difficult to accurately estimate the outcome of actual or potential litigation. Although we establish provisions as we deem necessary, the amounts that we reserve could vary significantly from any amounts we actually pay due to the inherent uncertainties in the estimation process. We cannot assure you that these or other legal proceedings will not materially affect our ability to conduct our business, financial condition and results of operations in the event of an unfavorable ruling.

Our business is subject to a number of operational risks, which may adversely affect our business, financial condition and results of operations.

Our business is subject to several industry-specific operational risks, including accidents, natural disasters, labor disputes and equipment failures. Such occurrences could result in damage to our production facilities and equipment, and/or the injury or death of our employees and others involved in our production process. Moreover, such accidents or failures could lead to environmental damage, loss of resources or intermediate goods, delays or the interruption of production activities and monetary losses, as well as damage to our reputation. Our insurance may not be sufficient to cover losses from these events, which could adversely affect our business, financial condition and results of operations.

In addition, key equipment at our facilities, such as our mills and kilns, may deteriorate sooner than we currently estimate. Such deterioration of our assets may result in additional maintenance or capital expenditures and could cause delays or the interruption of our production activities. If these assets do not generate the cash flows we expect, and we are not able to procure replacement assets in an economically feasible manner, our business, financial condition and results of operations may be materially and adversely affected.

Our business depends on the continued operation of our Pacasmayo and Piura facilities.

Our production facilities in Pacasmayo and Piura are essential to our business. In 2025, approximately 88.9% of our total cement and all of our quicklime was produced at our Pacasmayo and Piura facilities. These plants are subject to normal hazards of operating any cement production facility, including accidents, natural disasters and unexpected malfunctioning of the equipment. Any interruption in the operation of our Pacasmayo or Piura facilities or a decrease in the effective capacity of these facilities would adversely affect our results of operations.

The introduction of cement substitutes into the market and the development of new construction techniques could have a material adverse effect on our business, financial condition and results of operations.

Materials such as plastic, aluminum, ceramics, glass, wood and steel can be used in construction as a substitute for cement. In addition, other construction techniques, such as the use of drywall, could decrease the demand for cement and concrete. In Peru, drywall has only been introduced into the housing construction market in recent years and it is not widely used. However, the use of drywall for housing construction could increase significantly in the future as it becomes more popular. In addition, research aimed at developing new construction techniques and modern materials may introduce new products in the future. The use of substitutes for cement could cause a significant reduction in the demand and prices for our cement products.

Our success depends on key members of our management and board of directors

Our success depends largely on the efforts and strategic vision of our executive management team and our board of directors. The loss of the services of some or all of our executive management team or members of our board of directors could have a material adverse effect on our business, financial condition and results of operations.

The execution of our business plan also depends on our ongoing ability to attract and retain additional qualified employees capable of operating our plants. Due to the limited pool of skilled workers in the north of Peru or workers from other regions willing to relocate to the north of Peru, we may not be successful in attracting and retaining the personnel we require. If we are unable to hire, train and retain qualified employees at a reasonable cost, we may be unable to successfully operate our business or reach full planned production levels in a timely manner and, as a result, our business, financial condition and results of operations could be adversely affected.

Our operations and sales are highly concentrated in the northern region of Peru.

All of our operations are located in the northern region of Peru, including our production facilities and the quarries from where we obtain limestone to produce cement. In addition, substantially all our cement products are sold to consumers in this market. As a result, any adverse economic, political, or social conditions affecting the northern region of Peru, as well as natural disasters and weather conditions, such as the El Niño climate pattern, among other factors that may affect this region, could have a material adverse effect on our business, financial condition and results of operations. For example, in March 2023, Cyclone Yaku generated intense rainfall, which resulted in flooding and mudslides, which severely damaged some areas in the north of Peru, particularly the city of Pacasmayo, where we operate. Although there was no severe physical damage to our properties, we were affected by temporary road interruptions, inadequate workforce turnout, temporary disruptions in the supply of products, and delays in the delivery of our products.

We are subject to increasingly stringent environmental, health, and safety regulations and may be exposed to significant liability, compliance costs, and reputational risks.

Our operations are subject to extensive Peruvian environmental, health, and safety (“EHS”) laws and regulations. These govern, among other things, the generation, storage, and handling of hazardous materials; air emissions (including greenhouse gases); wastewater discharges; and the protection of biodiversity and the health of our employees.

As a cement producer, our manufacturing process is inherently carbon-intensive. We are subject to regulations regarding maximum permissible limits (LMPs) for air emissions and environmental quality standards (ECAs). In recent years, there has been a global and domestic trend toward stricter regulation of greenhouse gas (“GHG”) emissions to combat climate change. While Peru has not yet implemented a formal carbon tax, any future domestic or international regulations—such as carbon pricing or stricter emission caps—could require us to make significant capital expenditures to upgrade our kilns or transition to alternative fuels. We cannot assure you that our current efforts to reduce our carbon footprint will be sufficient to meet future regulatory requirements, which could lead to substantial fines or the suspension of our operating permits.

Also our facilities in Pacasmayo, Piura, and Rioja rely on consistent access to water. Northern Peru is a region characterized by water scarcity and is highly susceptible to the “El Niño” phenomenon, which can cause both severe droughts and catastrophic flooding. Stricter water-use regulations or increased competition for water resources from the agricultural and mining sectors could limit our production capacity or increase our costs. Furthermore, any accidental discharge of wastewater or hazardous substances into natural water sources could result in severe legal penalties and the loss of our “social license” to operate in these communities.

We are also subject to certain mining closure risks, as our operations include the extraction of raw materials (limestone, clays, etc.), which subjects us to the oversight of the Ministry of Energy and Mines (MINEM). We are required to maintain and periodically update mining closure plans and provide financial guarantees to ensure the remediation of our quarry sites. If the estimated costs of these closure obligations increase due to stricter environmental standards, our financial condition could be adversely affected.

Lastly, pursuant to Peruvian law, we can be held strictly liable for environmental damages caused by our operations, regardless of fault. This includes potential liabilities arising from the actions of our predecessors or at third-party disposal sites. We are also required to maintain a health and safety committee and develop rigorous internal codes to protect our workforce. Any failure to comply with these EHS standards could result in criminal sanctions, substantial civil liability, and significant damage to our reputation, which may deter investment and adversely affect our business, financial condition, and results of operations.

Social disturbances, protests, and conflicts with local communities or criminal organizations may have a material adverse effect on our business and results of operations.

Our business, financial condition and results of operations depend on the level of social stability in Peru. Mining and hydrocarbons remain fundamental pillars of the Peruvian economy, accounting for approximately 11.2% of the country’s GDP in 2025, according to the Central Reserve Bank of Peru (BCRP). However, industrial and extractive operations frequently face opposition from local communities and interest groups who may perceive these activities as harmful to the environment or traditional agricultural livelihoods.

Historically, Peru has experienced prolonged social conflicts that have paralyzed major projects. For example, the Las Bambas copper mine has faced repeated road blockades and operational halts due to community demands, a situation that remained volatile throughout 2025. While we have historically maintained constructive relationships with the communities surrounding our quarries and facilities, we cannot assure you that this stability will continue. As Peru enters the 2026 General Election cycle, we anticipate an increase in social demands and the potential for politically motivated strikes or demonstrations that could disrupt our logistics and distribution channels.

More recently, the nature of social conflict in Peru has evolved to include significant interference from organized crime and illegal mining networks. In 2024 and 2025, Compañía Minera Poderosa, a major gold producer in Northern Peru suffered a series of violent attacks. The prevalence of such criminal activity in Northern Peru, including widespread extortion and “cobro de cupos” in the construction sector, creates an environment of high insecurity. These conflicts can lead to (i) the forced suspension of our quarrying activities, (ii) blockades of the Northern Pan-American Highway and other critical transit routes, (iii) increased expenditures for private security and infrastructure protection, and (iv) a general deterrent to the private construction investment that drives demand for our products. Any escalation of violence or social unrest, particularly if the government is unable to restore order in regional hotspots, could have a material adverse effect on our business, financial condition, and results of operations.

Compliance with international climate change agreements and the transition to a low-carbon economy may result in significant capital expenditures and increased operational costs.

We are subject to increasing global and domestic pressure to align our operations with international climate goals. Peru is a signatory to the Paris Agreement and, in November 2025, submitted its Third Nationally Determined Contribution (NDC), which commits the country to achieving carbon neutrality by 2050. These international commitments are increasingly being translated into domestic regulations, including the “National Strategy on Climate Change to 2050” and the expansion of the “Peru Carbon Footprint” platform. The implementation of these agreements may lead to the introduction of mandatory carbon pricing, carbon taxes, or emission cap-and-trade systems in Peru. While such mechanisms are not yet fully operational for our sector, any future requirement to purchase carbon credits or licenses for our atmospheric emissions would directly increase our production costs.

Furthermore, to maintain our “social license” and remain competitive in international financial markets, we may be required to accelerate capital expenditures for “green” technology, such as the transition to alternative fuels (co-processing) or the installation of carbon capture systems. We are also exposed to “transition risks” driven by shifts in investor preferences and potential “Carbon Border Adjustment Mechanisms” (CBAM) in major economies. If Peru’s climate regulations do not keep pace with international standards, our access to global capital markets could be restricted, or our costs of financing could increase. We cannot assure you that our current decarbonization initiatives will be sufficient to comply with future, more stringent international climate protocols. Any failure to adapt to these evolving standards could have a material adverse effect on our business, financial condition, and results of operations.

Changes in regulations or in the interpretation of existing regulations by Peruvian authorities may adversely affect our business, financial condition and results of operations.

Our operations are governed by an extensive and complex regulatory framework in Peru, encompassing tax, environmental, labor, antitrust, antibribery, health and safety, and mining matters. While we believe our facilities and concessions are currently operating in material compliance with all applicable laws, the Peruvian regulatory environment is characterized by frequent changes and, at times, inconsistent interpretations by administrative agencies.

In particular, we are subject to the oversight of various regulatory bodies, including the National Superintendency of Tax Administration (Superintendencia Nacional de Administración Tributaria – SUNAT), the Agency for Environmental Assessment and Enforcement (Organismo de Evaluación y Fiscalización Ambiental – OEFA), and the National Institute for the Defense of Free Competition and the Protection of Intellectual Property (Instituto Nacional de Defensa de la Competencia y de la Protección de la Propiedad Intelectual, – INDECOPI). These authorities have broad discretionary powers to audit our operations and interpret regulations. For example, any shift in SUNAT’s interpretation of tax stability treaties or deductible expenses could result in significant tax contingencies, fines, and interest. Similarly, as the dominant cement producer in Northern Peru, we are subject to close scrutiny by INDECOPI regarding competition laws; any change in the interpretation of “market dominance” or the implementation of stricter anti-monopoly regulations could limit our pricing flexibility or growth strategies.

Furthermore, our mining activities are subject to royalties and specialized canons. As Peru enters the 2026 General Election cycle, there is an increased risk that the Peruvian Congress may introduce populist legislative proposals to increase mining royalties, modify labor benefits (via the National Superintendency of Labor Inspection (Superintendencia Nacional de Fiscalización Laboral) – SUNAFIL), or alter the terms of our existing concessions. We cannot assure you that future regulatory changes, or a more aggressive enforcement stance by the government, will not require us to make unplanned capital expenditures, alter our production processes, or incur significantly higher compliance costs, any of which could have a material adverse effect on our business, financial condition and results of operations.

Any dispute with the labor unions that represent our employees could have an adverse effect on our business, financial condition and results of operations.

As of December 31, 2025, approximately 17.9% of our employees were members of employee unions. Although we consider our relations with our employees are currently positive, we cannot assure you that we will not experience work slowdowns, work stoppages, strikes or other labor disputes in the future, which could adversely affect our business, financial condition and results of operations.

New projects may require the prior approval of local indigenous communities.

On September 7, 2011, Peru enacted Law No. 29785, regarding the Prior Consultation Right of Local Indigenous Communities, in accordance with the International Labor Organization (ILO) Convention No. 169. This law establishes a mandatory prior consultation procedure (procedimiento de consulta previa) that the Peruvian government must carry out with local indigenous communities whose collective rights may be directly affected by legislative or administrative measures, including the granting of new mining or industrial concessions. While Law No. 29785 does not grant a formal “veto right” to these communities—leaving the final decision to the discretion of the Peruvian government—recent judicial and regulatory shifts have increased the burden of compliance. In January 2024, a landmark ruling by the Constitutional Bench of the High Court in Lima reinforced that the right to prior consultation applies not only to administrative acts but also to all legislative measures affecting indigenous rights.

Furthermore, in November 2025, the Peruvian government completed the prior consultation stage for the new “National Policy on Indigenous Peoples to 2040” (PNPI 2040), reaching over 120 agreements with national indigenous organizations. Once fully implemented, this policy is expected to introduce stricter oversight mechanisms for monitoring the fulfillment of consultation agreements and expand the technical requirements for promoting entities. Additionally, the 2025 National Census has faced significant protests from indigenous organizations, who allege that the methodology used by the National Institute of Statistics and Informatics (INEI) may lead to an undercounting of indigenous populations. Any such undercounting or exclusion could result in legal challenges to the identification of “affected peoples” in our future project areas.

Furthermore, the expiration of the National Action Plan on Business and Human Rights (2021-2025) in December 2025 has created a period of regulatory uncertainty regarding the future standards for corporate “due diligence” in indigenous territories. To the extent that our new projects or expansions in Northern Peru require legislative or administrative measures that impact local indigenous communities, we may face significant delays or be unable to undertake such projects unless the government first conducts a successful consultation procedure. We cannot assure you that evolving interpretations of this law, or the enactment of the PNPI 2040, will not increase our operational costs or lead to social conflicts that adversely affect our business, financial condition, and results of operations.

The instruments pursuant to which our principal indebtedness was issued contain financial and other covenants, and any default under any of these instruments may have a material adverse effect on our financial condition and cash flows.

In January 2019, we issued an aggregate of S/570 million in debt securities in two issuances under our local bond program: one in the aggregate principal amount of S/260 million bearing interest a rate of 6.68750% with a term of 10 years, and another in the aggregate principal amount of S/310 million bearing interest at a rate of 6.84375% with a term of 15 years. Failure to comply with the covenants under the agreements governing our local bonds could result in an event of default under the indenture. Furthermore, in 2021, we entered into a “club deal” loan in the amount of S/860 million, which contains restrictive covenants, as well as financial covenants requiring us to meet certain financial ratios tests. Failure to meet or satisfy any of these covenants could result in an event of default under our “club deal” loan.

Failures in our information technology systems and information security (cybersecurity) systems can adversely impact our operations and reputation.

Our business is increasingly dependent on sophisticated information technology and automated industrial control systems (Operational Technology or “OT”) to manage our administrative processes, manufacturing plants, supply chain, and commercial operations. The proper functioning of these systems is critical to our ability to produce cement, manage logistics across Northern Peru, and process payments.

As cybersecurity threats have become more frequent and sophisticated, including the rise of AI-driven phishing, ransomware-as-a-service, and advanced persistent threats (APTs)—our vulnerability to system disruptions may have increased. Unlike traditional IT risks, a breach of our OT systems could result in the physical shutdown of our kilns in Pacasmayo, Piura, or Rioja, potentially leading to equipment damage, safety hazards for our personnel, and prolonged production stoppages. In 2025, the global industrial sector saw a marked increase in supply-chain attacks targeting third-party software providers, which could indirectly compromise our internal networks.

To address these inherent risks, we have implemented cybersecurity tools, backup solutions, and recovery procedures based on the NIST Cybersecurity Framework 2.0 and ISO/IEC 27001:2022 standards. In addition, we maintain disaster recovery plans and conduct regular vulnerability assessments. However, the rapid evolution of cyber threats means these measures may not be sufficient to prevent all unauthorized access or system failures. Furthermore, any significant theft of personal data—particularly regarding our “self-construction” customers or employees—could violate the Peruvian Personal Data Protection Law (Law No. 29733), leading to severe regulatory fines, legal liabilities, and a loss of trust among our stakeholders. Therefore, we make every effort to continuously enhance the cybersecurity controls that safeguard our information assets.

As of December 31, 2025, we do not maintain specialized insurance coverage for cybersecurity risks, but we do have a dedicated digital forensics and incident response (DFIR Retainer) service. Consequently, any financial losses arising from a cyberattack—including ransom payments, system restoration costs, legal fees, or lost revenue during a shutdown—would be borne entirely by the Company. We cannot assure you that a major cyber incident will not have a material adverse effect on our business, financial condition, and results of operations, but we undertake initiatives to mitigate the risk of such an incident.

We are incorporating artificial intelligence technologies into our processes. These technologies may present business, compliance, and reputational risks.

Recent technological advances in artificial intelligence and machine-learning technology both present opportunities and pose risks to us. If we fail to keep pace with rapidly evolving technological developments in artificial intelligence, our competitive position and business results may suffer. At the same time, the use of artificial intelligence has recently become the source of significant media attention and political debate. The introduction of these technologies, particularly generative AI, into our operations may result in new or expanded risks and liabilities, including due to enhanced governmental or regulatory scrutiny, litigation, compliance issues, ethical concerns, confidentiality or security risks, as well as other factors that could adversely affect our business, reputation, and financial results. In addition, our personnel could, unbeknownst to us, improperly utilize artificial intelligence and machine learning-technology while carrying out their responsibilities. The use of artificial intelligence can lead to unintended consequences, including generating content that appears correct but is factually inaccurate, misleading or otherwise flawed, or that results in unintended biases and discriminatory outcomes, which could harm our reputation and business and expose us to risks related to inaccuracies or errors in the output of such technologies and the risk that using such technologies could result in leakage of our confidential information.

A change of control of our company occurred in March of 2026, which could lead to shifts in our strategy, management, and corporate governance.

On December 15, 2025, the controlling shareholders of Inversiones ASPI S.A. (“ASPI”), entered into a share purchase agreement with Holcim Ltd (“Holcim”), a limited liability company incorporated under the laws of Switzerland, pursuant to which Holcim agreed to acquire 99.99% of the shares of ASPI, which holds a 50.01% majority stake in our company, subject to the completion of certain conditions precedent (the “Transaction”). On March 30, 2026, as reported to us by our shareholder ASPI, the Transaction was consummated. As a result, Holcim has acquired 99.99% of the shares representing the capital stock of ASPI, which in turn is the holder of 50.01% of the capital stock of Pacasmayo. For further information, see “Item 4. Information on the Company—A. History and Development of the Company—Recent Developments.”

This change of control could result in changes to our business, including:

Holcim reported therein that, once the Mandatory Tender Offer (OPA) that it is obliged to launch regarding shares of Pacasmayo is completed, Holcim intends to delist the Common Shares (traded in the form of American Depositary Shares) from the New York Stock Exchange and deregister the Common Shares under the Exchange Act.

Please note that this public communication has been made exclusively by Holcim and it constitutes only an intention manifested by such controlling shareholder, without representing a decision adopted by Pacasmayo nor a definitive fact.

Regulatory information requests regarding certain transaction-related expenses recorded in 2025 may result in litigation or administrative proceedings.

Since February 27, 2026, and in connection with certain expenses incurred and recorded as “Expenses associated with the Holcim acquisition” in our audited financial statements for the fiscal year ended December 31, 2025, the Peruvian Securities Commission (Superintendencia del Mercado de Valores, or “SMV”) has delivered to Pacasmayo a series of information requests regarding the nature, adequate disclosure and connection of the company’s activities of these expenses.

While we consider these expenses to be valid and pre-existing obligations of Pacasmayo, associated with Holcim Ltd's acquisition of a controlling interest there is a risk of formal sanctioning proceedings being initiated by the SMV or of shareholder disputes arising. Should the SMV determine that these expenses were not adequately assumed, recorded, or disclosed, an adverse outcome under the relevant sanctioning proceedings could result in administrative sanctions such as corrective measures and/or fines, which could impact our reputation and financial condition.

Risks Relating to our Common Shares and ADSs

The market price of ADSs may fluctuate significantly, and you could lose all or part of your investment.

Volatility in the market price of the ADSs may prevent you from being able to sell your ADSs at or above the price you paid for them. The market price and liquidity of the market for the ADSs may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include, among others:

Our controlling shareholder has significant influence over us and his interests could conflict with the interests of other shareholders.

As of March 31, 2026, our controlling shareholder beneficially owned 50.01% of our outstanding common shares. As a result, our controlling shareholder has the ability to determine the outcome of substantially all matters submitted for a vote to our shareholders and thus exercise control over our business policies and affairs, including, among others, the following:

Our controlling shareholder may direct us to take actions that could be contrary to the interests of our other shareholders and may be able to prevent other shareholders from blocking these actions or from causing different actions to be taken. Also, our controlling shareholder may prevent change of control transactions that might otherwise provide the shareholders with an opportunity to dispose of or realize a premium on their investment in our common shares and ADSs. We also have a new controlling shareholder as of March 2026, Holcim, which filed a Schedule 13D with the SEC on April 6, 2026 and stated its intention to (i) delist our common shares (traded in the form of American Depositary Shares) from the New York Stock Exchange (NYSE) and (ii) deregister our common shares under the Exchange Act.

We cannot assure you that our controlling shareholder will act in a manner consistent with our other shareholders’ best interests. See “—A change of control of our company occurred in March 2026, which could lead to shifts in our strategy, management, and corporate governance” and “Item 4. Information on the Company—A. History and Development of the Company—Recent Developments.”

Holders of ADSs may be unable to exercise voting rights with respect to our common shares underlying the ADSs at our shareholders’ meetings.

Holders of ADSs may exercise voting rights with respect to the common shares represented by the ADSs only in accordance with the deposit agreement relating to the ADSs. Holders of our common shares will receive notice of shareholders’ meetings through publication of a notice 25 days in advance, pursuant to Peruvian law, in the official gazette in Peru, a Peruvian newspaper of general circulation, the bulletin of the Lima Stock Exchange and the website of the SMV, and will be able to exercise their voting rights by either attending the meeting in person or voting by proxy. ADS holders will not receive notice directly from us. Instead, pursuant to the deposit agreement, we will notify the depositary, which will mail to holders of ADSs the notice of the meeting and a statement as to the manner in which voting instructions may be given. To exercise their voting rights, ADS holders must instruct the depositary how to exercise the voting rights for the common shares which underlie their ADSs. Due to these additional procedural steps involving the depositary, the process for exercising voting rights may take longer for ADS holders than for holders of our common shares.

Holders of ADSs also may not receive voting materials in time to instruct the depositary to vote the common shares underlying their ADSs. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions of the holders of ADS or for the manner of carrying out such instructions, unless such failure can be attributable to gross negligence, bad faith or willful misconduct on the part of the depositary or its agents. Accordingly, holders of ADSs may not be able to exercise voting rights, and they will have little, if any, recourse if the underlying common shares are not voted as requested.

The ability of holders of ADSs to receive payments of cash dividends may be limited.

Our shareholders’ ability to receive cash dividends may be limited by the ability of the depositary to convert cash dividends paid in Soles into U.S. Dollars. Under the terms of our deposit agreement with the depositary for the ADSs, the depositary will convert any cash dividend or other cash distribution we pay on the common shares underlying the ADSs into U.S. Dollars, if it can do so on a reasonable basis and can transfer the U.S. Dollars to the United States. If this conversion is not possible or if any government approval is needed and cannot be obtained, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so. If the exchange rate fluctuates significantly during a time when the depositary cannot convert the foreign currency, holders of ADSs may lose some or all of the value of the dividend distribution.

Holders of ADSs may be unable to exercise pre-emptive or accretion rights with respect to the common shares underlying their ADSs.

Under Peruvian corporate law, if we issue new common shares as part of a capital increase, unless otherwise agreed to by holders of 40% of our outstanding common shares, our shareholders will generally have the right to subscribe to a proportional number of common shares of the class held by them to maintain their existing ownership percentage, which is known as preemptive rights. In addition, shareholders are entitled to the right to subscribe for the unsubscribed common shares of either the class held by them or other classes which remain unsubscribed at the end of a preemptive rights offering, on a pro rata basis, which is known as accretion rights. Holders of ADSs may not be able to exercise the preemptive or accretion rights relating to common shares underlying the ADSs unless a registration statement under the U.S. Securities Act of 1933, as amended (the “Securities Act”), is effective with respect to those rights or an exemption from the registration requirements of the Securities Act is available. We are not obligated to file a registration statement with respect to the common shares relating to these preemptive and accretion rights and we cannot assure you that we will file any such registration statement. Unless we file a registration statement or an exemption from registration is available, holders of ADSs may receive only the net proceeds from the sale of their preemptive and accretion rights by the depositary or, if the preemptive and accretion rights cannot be sold, they will be allowed to lapse. As a result, U.S. holders of ADSs may suffer dilution of their interest in our company upon future capital increases.

We are entitled to amend the deposit agreement under which the ADSs were issued, and to change the rights of ADS holders under the terms of such agreement, without the prior consent of the ADS holders.

We are entitled to amend the deposit agreement and to change the rights of the ADS holders under the terms of such agreement, without the prior consent of the ADS holders. Any change related to an increase in deposits or charges for book-entry securities services or any modification that might hinder the rights of the ADS holders will be effective within 30 days after the ADS holders have received notice of such change or modification and such holders will have no right to any compensation whatsoever.

Our status as a foreign private issuer allows us to follow alternate standards to the corporate governance standards of the New York Stock Exchange, which may limit the protections afforded to investors.

We are a “foreign private issuer” within the meaning of the New York Stock Exchange corporate governance standards. Under New York Stock Exchange rules, a foreign private issuer may elect to comply with the practices of its home country and not to comply with certain corporate governance requirements applicable to U.S. companies with securities listed on the exchange. We currently follow certain Peruvian practices concerning corporate governance and intend to continue to do so. Accordingly, holders of ADSs will not have the same protections afforded to shareholders of companies that are subject to all New York Stock Exchange corporate governance requirements.

For example, the New York Stock Exchange listing standards provide that the board of directors of a U.S. listed company must have a majority of independent directors at the time the company ceases to be a “controlled company.” Under Peruvian corporate governance practices, a Peruvian company is not required to have a majority of independent members on its board of directors.

The listing standards for the New York Stock Exchange also require that U.S. listed companies; at the time they cease to be “controlled companies,” have a nominating/corporate governance committee and a compensation committee (in addition to an audit committee). Each of these committees must consist solely of independent directors and must have a written charter that addresses certain matters specified in the listing standards. Under Peruvian law, a Peruvian company may, but is not required to, form special governance committees, which may be composed partially or entirely of non-independent directors.

In addition, New York Stock Exchange rules require the independent non-executive directors of U.S. listed companies to meet on a regular basis without management being present. There is no similar requirement under Peruvian law.

The New York Stock Exchange’s listing standards also require U.S. listed companies to adopt and disclose corporate governance guidelines. In November 2013, the Peruvian Securities Commission and a committee of regulatory agencies and associations prepared and published a list of suggested non-mandatory corporate governance guidelines called the “Good Corporate Governance Code for Peruvian Companies.” Although we have implemented a number of these measures, we are not required to comply with the corporate governance guidelines by law or regulation, only to disclose whether or not we are in compliance.

Our exemption as a “foreign private issuer” from certain rules under the U.S. securities laws results in less information about us being available to investors than for U.S. companies.

As a “foreign private issuer” in the United States, we are exempt from certain rules under the Exchange Act, including certain disclosure obligations and procedural requirements for proxy solicitations under Section 14, the “short-swing” profit recovery provisions of Section 16, the requirement to file periodic reports and financial statements as frequently or as promptly as U.S. domestic issuers, and compliance with Regulation FD. In June 2025, the SEC issued a concept release soliciting public comment on potential changes to the definition of “foreign private issuer” under U.S. securities laws. If we were to lose our foreign private issuer status, we would be required to comply with all disclosure and procedural requirements applicable to U.S. domestic issuers, which would significantly increase our legal, accounting, and other expenses.

In addition, the recently enacted “Holding Foreign Insiders Accountable Act” extends Section 16 reporting requirements to directors and officers of foreign private issuers. As a result, our directors and officers are currently subject to such Section 16 reporting requirements. If we or our directors and officers fail to comply with any applicable disclosure requirements, we may be subject to penalties and our reputation may be harmed, which in turn may have a negative impact on our business, reputation, and the market price of our securities.

Minority shareholders in Peru are not afforded equivalent protections as minority shareholders in other jurisdictions and investors may face difficulties in commencing judicial and arbitration proceedings against our company or our controlling shareholder.

Our company is organized and existing under the laws of Peru, and our controlling shareholder is resident in Peru. Accordingly, investors may face difficulties in serving process on our company, our officers and directors or our controlling shareholder in other jurisdictions, and in enforcing decisions granted by courts located in other jurisdictions against our company, our officers and directors or our controlling shareholder that are based on securities laws of jurisdictions other than Peru.

In Peru, there are no proceedings to file class action suits or shareholder derivative actions with respect to issues arising between minority shareholders and an issuer, its controlling shareholders or directors and officers. Furthermore, the procedural requirements to file actions by shareholders differ from those of other jurisdictions, such as in the United States. As a result, it may be more difficult for our minority shareholders to enforce their rights against us, our directors, officers or controlling shareholder as compared to the shareholders of a U.S. company. The deposit agreement provides that the depositary has no obligation to commence or become involved in any judicial proceedings and any other legal actions relating to the ADSs or the deposit agreement, either on behalf of the ADS holders or on behalf of any other person.

The ability of investors to enforce civil liabilities under U.S. securities laws may be limited.

Most of our directors or executive officers are not residents of the United States. All or a substantial portion of our assets and those of our directors and executive officers are located outside of the United States. As a result, it may not be possible for investors in our securities to affect service of process within the United States upon such persons or to enforce in U.S. courts or outside of the United States judgments obtained against such persons outside of the United States.

We are a company organized and existing under the laws of Peru, and there is no existing treaty between the United States and Peru for the reciprocal enforcement of foreign judgments. It is not clear whether a Peruvian court would accept jurisdiction and impose civil liability if proceedings were commenced in a foreign jurisdiction predicated solely upon U.S. federal securities laws.

Item 4. INFORMATION ON THE COMPANY

Our History

Cementos Pacasmayo S.A.A. was incorporated in Lima, Peru in 1949, by a group of private investors that founded the company to serve the cement market in the northern region of Peru. Cementos Pacasmayo began its operations in 1957 and is a publicly held corporation (sociedad anónima abierta) organized under the laws of Peru. Our executive offices are located at Calle La Colonia 150, Urbanización El Vivero, Surco, Lima, Peru. Our telephone number at this location is + (511) 317-6000. Our website address is www.cementospacasmayo.com.pe. Information on or accessible through our website is not a part of, nor incorporated by reference in, this annual report on Form 20-F.

Cementos Pacasmayo S.A.A. and Hochschild Mining plc together constituted the two businesses of the Hochschild Group, which has operated in Latin America for more than 100 years. Hochschild Mining plc is incorporated in the United Kingdom and its shares have been listed on the London Stock Exchange since 2006. Cementos Pacasmayo has been listed on the Lima Stock Exchange since 1995. As of March 31, 2026, Eduardo Hochschild, directly and indirectly, owned and controlled 38.27% of the shares of Hochschild Mining plc. On March 30, 2026, Holcim Ltd (“Holcim”) completed the acquisition of 99.99% of the capital stock of Inversiones Aspi S.A. (“ASPI”). Prior to this transaction, Eduardo Hochschild, owned this 99.99% of ASPI. As a result of this transaction, through ASPI, Holcim now directly and indirectly, owns and controls 50.01% of Cementos Pacasmayo S.A.A. (the “Company”), resulting in a change of control. The Hochschild Group traces its origins to 1911, when Mauricio Hochschild, a German mining engineer, founded a group of companies in South America that came to be known as the Hochschild Group. Following World War I, the Hochschild Group expanded into Bolivia where it developed significant interests in tin. The Hochschild Group commenced operations in Peru in 1925 and in 1945 Luis Hochschild, the nephew of Mauricio Hochschild (and the father of Eduardo Hochschild), joined the Hochschild Group’s Peruvian operations.

During the first decades of its operations, the Hochschild Group focused on the commercialization of minerals, although it later began operating its own mines and other industrial companies. During World War II, the Hochschild Group was a key supplier of tin and other metals to the allied forces.

The Hochschild Group acquired its initial ownership interest in us in 1956. Set forth below are key developments in our company’s history.

Recent Developments

On December 15, 2025, Holcim entered into a Share Purchase Agreement (the “Purchase Agreement”) with (i) the marital community property (sociedad conyugal) formed by Eduardo Hochschild Beeck, a Peruvian citizen and resident, and Mariana Violeta Correa Sabogal de Hochschild, a Peruvian citizen and resident, (ii) Farragut Holdings, Inc., a Cayman limited company ((i) and (ii) collectively, the “Sellers”) and (iii) Eduardo Hochschild Beeck, as representative of the Sellers, pursuant to which Holcim agreed to acquire from the Sellers 99.99% of the issued and outstanding shares of common stock of Inversiones ASPI S.A., a Peruvian sociedad anonima (“ASPI” and the “ASPI Shares”) in exchange for an aggregate cash purchase price of S/1,850,370,000 (the “ASPI Acquisition”). The ASPI Acquisition was consummated on March 30, 2026. The purchase price for the ASPI Acquisition was funded from Holcim’s working capital. ASPI owns 50.01% of the issued and outstanding common shares of Cementos Pacasmayo, which common shares are indirectly owned by Holcim following the ASPI Acquisition.

Under the terms of the Purchase Agreement and based on Peruvian law, Holcim shall launch and complete a public tender offer for at least an additional 24.99% of the common shares of Cementos Pacasmayo within the timeframe permitted under Peruvian law (the “Public Tender Offer”). Within ten (10) Peruvian business days following the closing of the ASPI Acquisition, Holcim must request that the Peruvian Securities Market Superintendency (the “SMV”) appoint a valuation entity to determine the minimum price Holcim may offer for the common shares of Cementos Pacasmayo in the Public Tender Offer. Under Peruvian law, the Public

Tender Offer must be carried out within a period of six (6) months following the closing of the ASPI Acquisition, or within five (5) Peruvian business days following the submission of the valuation report by the valuation firm to the SMV. Holcim intends to conduct the Public Tender Offer in accordance with U.S. and Peruvian law and in accordance with the terms of the Purchase Agreement.

As of the date of this annual report on Form 20-F, Holcim has not launched the Public Tender Offer.

Also, on April 6, 2026, Holcim filed a Schedule 13D with the SEC, in which it stated its intention to, once the Mandatory Tender Offer (OPA) is completed, (i) delist our common shares (traded in the form of American Depositary Shares) from the New York Stock Exchange (NYSE) and (ii) deregister our common shares under the Exchange Act. As of the date of this annual report on Form 20-F, such communication has been made exclusively by Holcim as our new controlling shareholder and constitutes only an intention manifested by said shareholder, without representing a decision adopted by the Company nor a definitive fact.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 99.1 to the Schedule 13D filed by ASPI and Holcim and is incorporated herein by reference. ASPI and Holcim have filed the Purchase Agreement to provide investors and securityholders with information regarding its terms. It is not intended to provide any other factual information about the Company, ASPI or Holcim. The Purchase Agreement contains representations, warranties and covenants that the parties to the Purchase Agreement made to one another as of specific dates. The assertions embodied in those representations, warranties and covenants were made solely for purposes of the Purchase Agreement and the allocation of risk between the parties thereto and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating their terms, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Purchase Agreement. Further, the representations and warranties may be subject to a contractual standard of materiality that may be different from what may be viewed as material to investors or securityholders. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement. Accordingly, investors should not necessarily rely on the representations and warranties contained in the Purchase Agreement as representations regarding the current status of the businesses related to the Purchase Agreement.

Overview

We are a Peruvian cement company, and the only cement manufacturer serving in the northern region of Peru. With almost 70 years of operating history, we produce, distribute and sell cement and cement-related materials, such as precast products and ready-mix concrete. Our products are primarily used in construction, which has been one of the fastest growing segments of the Peruvian economy in recent years. We also produce and sell quicklime for use in mining operations, although it represents a very small percentage of our overall revenues.

In 2025, our cement, concrete and precast shipments were approximately 3.0 million metric tons, representing an estimated 22.4% share of total cement shipments in Peru according to INEI. Our sales volumes in 2025 increased by 7.2% compared to 2024. We believe the construction sector has significant potential to grow with the continued deficit in infrastructure and the persistent housing deficit in the country.

We own three cement production facilities, our flagship Pacasmayo facility located in the northwest region of Peru, our Piura facility located around 300 kilometers north of Pacasmayo, and our smaller Rioja facility located in the northeast. Our facilities have a total installed annual cement production capacity of approximately 4.9 million metric tons. We also have an installed annual production capacity of 240,000 metric tons of quicklime. We own concession rights to several quarries with reserves of limestone and other raw materials located near our facilities.

We provide consumers with high-quality and value-added cement products and, as a result, we believe we have developed strong brand recognition and customer loyalty in our market. We have developed one of the largest independent retail distribution networks for construction materials in Peru. Through our network of 287 independent retailers and 334 hardware stores as of December 31, 2025, we distribute our cement products as well as other construction materials manufactured by third parties, such as steel rebar, cables and pipes, in the northern region of Peru. We also sell our cement products directly to other retailers that are not part of our distribution network and to private construction companies and government entities.

On December 15, 2025, the controlling shareholders of ASPI which holds a 50.01% majority stake in Pacasmayo, entered into a share purchase agreement with Holcim, a limited company incorporated under the laws of Switzerland, pursuant to which Holcim agreed to acquire 99.99% of the shares of ASPI subject to the completion of certain conditions precedent (the “Transaction”). On March 30, 2026, as reported to us by our shareholder ASPI, all the Transaction was consummated. As a result, Holcim has acquired 99.99% of the shares representing the capital stock of ASPI. In connection with the Transaction, Pacasmayo has incurred in certain expenses recorded as “Expenses associated with the Holcim acquisition” in our audited financial statements for the fiscal year ended December 31, 2025. These expenses include a one-time remunerative performance bonus in favor of our CEO, based on the growth of Pacasmayo and its profitability during his tenure and triggered by the Transaction. For further information on the Transaction, see “Item 4. Information on the Company—A. History and Development of the Company—Recent Developments.”

The following table sets forth certain macroeconomic data for Peru and operating and financial data for our company for the periods indicated.

Non-IFRS Financial Measures and Reconciliation

We define EBITDA as net profit minus finance income and plus finance costs, income tax expense, and depreciation and amortization, and plus or minus gain from exchange difference, net. We define EBITDA Margin as EBITDA divided by sales of goods. We define Adjusted EBITDA as EBITDA minus the impairment of our vertical kilns. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by sales of goods.

EBITDA and Adjusted EBITDA should not be construed as alternatives to profit or operating profit, as indicators of operating performance, as alternatives to cash flow provided by operating activities or as measures of liquidity (in each case, as determined in accordance with IFRS). EBITDA and Adjusted EBITDA, as calculated by us, may not be comparable to similarly titled measures reported by other companies, including those in the cement industry.

The following table sets forth the reconciliation of our net profit to EBITDA and Adjusted EBITDA and our EBITDA Margin and Adjusted EBITDA Margin:

Peruvian Cement Market

Peru had GDP growth of 3.3% in 2025, mainly due to the recovery of primary sectors, particularly metallic mining, fishing and related manufacturing, as well as an increase in construction supported by higher public investment. Additionally, lower demand for non-traditional exports, mainly due to less demand from the North American market, affected external sector performance. Furthermore, climatic anomalies and supply chain disruptions posed challenges to production in key industries, contributing to volatility in private sector income and business confidence. From 2021 to 2025 GDP grew at a compound annual growth rate (“CAGR”) of 2.4%. Growth during this period was accompanied by low inflation, which averaged 4.3% per year. In addition, as of December 17, 2025, the government’s net international reserves amounted to approximately US$93.5 billion, and, as of December 31, 2025, the sovereign’s long-term debt rating was investment grade from each of the three major international credit rating agencies. This economic growth resulted, among other key trends, in significant poverty reduction, with a decrease in the percentage of the country’s population living below the poverty line from approximately 48.6% in 2004 to approximately 27.6% in 2024.

We sell substantially all our cement in the northern region of Peru, which in 2025 accounted for approximately 32.8% of the country’s population and 20.1% of national GDP. Two other groups sold most of the cement consumed in each of the central and southern regions of Peru, with 4.2% of all the cement consumed in the country coming from imports, and approximately 5.8% coming from other producers. From 2021 to 2025, total cement consumption in Peru decreased 1.4% according to the INEI. Peru continues to have a significant housing deficit, estimated by the INEI at 1.7 million homes nationwide. In Peru, cement is mainly sold to a highly fragmented consumer base, consisting primarily of households that buy cement in bags to gradually build or improve their own homes without professional technical assistance, a segment known in our industry as self-construction (auto-construcción). We estimate that in 2025 sales to the self-construction (auto-construcción) segment accounted for approximately 73.9% of our total sales of cement, private construction projects accounted for 14.0%, and public construction projects accounted for the remaining 12.1%. Approximately 81.4% of our total cement sales in 2025 were in the form of bagged cement, substantially all of which was sold through retailers.

Even though our ready-mix sales are still a small proportion of our sales, we expect this trend to change as infrastructure becomes a bigger driver of demand in the upcoming years.

Impairment of Vertical Kilns

At the end of 2023, our board of directors, advised by management, recognized a specific impairment for the net value of the assets of the vertical clinker kilns located at the Pacasmayo cement plant for a net cost of S/36,551,000. This deterioration estimate was carried out as a consequence of replacing the old technology of these kilns due to the entry into operation of a new horizontal kiln in the Pacasmayo plant, which is more efficient and produces fewer emissions. This amount was recorded in the impairment of property, plants and equipment item in the consolidated statement of profit or loss.

Competitive Strengths

Our principal competitive strengths include the following:

Strong corporate governance standards and international recognition

Our common shares are listed on the Lima Stock Exchange and the ADSs are listed on the New York Stock Exchange. We are subject to the disclosure requirements of the U.S. Securities and Exchange Commission (the “SEC”) and the Peruvian Securities Commission and we must comply with and adopt internal compliance standards to increase transparency and improve corporate governance standards including an audit committee and appointment of independent directors. Furthermore, we were included for the sixth consecutive year as part of the 2024 DJSI MILA Pacific Alliance Index. This index is made up of those companies that demonstrate superior performance among their peers under social, environmental and economic criteria. This achievement comes as a result of Pacasmayo’s effort to improve in all of these criteria and to work towards ambitious goals in terms of long-term sustainability. We are committed not only to remain in the Index but to improve our performance, as we are convinced that the focus on sustainability is key to our business and our stakeholders. In February 2026, we were selected to be part of The Sustainability Yearbook 2026, for the sixth consecutive year. In this edition, we obtained, for the first time, a score within the top 10% of S&P Global’s Corporate Sustainability Assessment (CSA) in the building materials industry. To appear in the Yearbook, companies must score at least 30 points, rank within the top 15% of their industry by number, and be within 30% of the industry leader’s CSA score. With around 9,200 companies evaluated around the world, we see an inclusion in the yearbook is a true statement of excellence in corporate sustainability.

Track record of cash flow generation and strong results through multiple business cycles

We have historically generated strong cash flow and high profit margins mainly due to the following key factors:

These factors helped us generate net profit of S/154.2 million and EBITDA of S/506.6 million in 2025. This solid financial position and our ability to consistently generate operating cash flow also allows us to obtain relatively low interest rates.

Best-in-class operating efficiencies with vertical integration and strong brand recognition

Our quarries are located in close proximity to our plants, enabling us to minimize transportation costs. We strive to enhance our operational efficiency by focusing on lowering costs and improving profitability. We also benefit from our vertically integrated operations, participating in the entire chain of production from the quarries, which we own directly, to the related products such as quicklime, ready–mix, precast and our large distribution network. We have developed one of the largest independent retail distribution networks for construction materials in Peru, known as “DINO,” consisting of 287 independent retailers and 334 hardware stores as of December 31, 2025, primarily small, local stores in the northern region, through which we distribute our cement products, as well as construction materials manufactured by third parties. We use our distribution network, together with our strategically located commercial offices, to promote our products and stay abreast of market developments. We have developed this network through years of fostering relationships with retailers in the region, which we believe would be difficult for a competitor to replicate. Our distribution network has enabled us to build strong recognition for our Pacasmayo brand among retailers and end-consumers in our market, which we believe is important to our business, particularly because our cement is principally sold in bags to retail consumers.

Disciplined capital expenditure plan with attractive risk / return profile

We seek to minimize risk while securing an adequate return on our development projects. In 2015, we completed construction of our new plant in Piura, the third largest city in northern Peru, which has an annual production capacity of 1.6 million metric tons of cement. The Piura plant improved our competitive position in the northern region of Peru. With production from three plants, we are able to serve our market more efficiently. This state-of-the-art plant is one of the most modern in Latin America. It also reduces transportation costs by enabling the dispatching of cement from plants within close proximity to the point of sale.

In 2021, we decided to invest approximately US$83.5 million to optimize our current capacity at our Pacasmayo plant, in order to produce an additional estimated 660,000 metric tons of clinker per year. This optimization was completed during the second half of 2023, allowing us to minimize the use of imported clinker from existing inventories, and therefore achieving higher margins.

Emphasis on innovation and research and development

We place significant emphasis on research, development and innovation to align our products with customer requirements, improve operational efficiency and support the development of more eco-efficient solutions. These efforts are supported by our R&D Committee, a multidisciplinary team of engineering specialists focused on applied construction solutions. Through this committee, we have advanced the development of new products and maintained an active role in applied research, including securing direct funding for research on new cementitious materials in collaboration with Universidad de Ingeniería y Tecnología (UTEC), as well as obtaining tax benefits under the framework of Peruvian Law No. 30309. Our product portfolio includes specialized solutions such as cement designed for applications in coastal areas, where structures may be more exposed to sulfate-related deterioration and where durability is a key objective. We also continue to promote our High Early-Strength (HE) cement, which complies with the ASTM C1157 standard. This product has an approximately 8% lower clinker content than our traditional Type I cement, which may contribute to a lower carbon footprint. We initially target this product to the artisanal precast segment, while assessing opportunities to expand its use across other business units. We support adoption of our differentiated products through technical outreach and product education efforts directed at retailers and end consumers.

In terms of innovation, we have positioned digital transformation as a core strategic pillar to bridge technological gaps in the construction sector, strengthen competitiveness, and deliver high-impact, customer-centric solutions. Through initiatives such as Mundo Pacasmayo, the company drives the professionalization of construction workers via Construye Experto—an integrated ecosystem that goes beyond training. It combines technical education, practical tools (such as material calculators and product guidance), and data-driven insights to better understand on-site needs and behaviors. With a community of over 48,000 users and more than 100 courses available, Construye Experto not only builds capabilities but also generates actionable information from real construction projects, enabling more relevant solutions, closer relationships with users, and continuous improvement of the value proposition. In the industrial segment, our Pacas Pro platform stands out by offering comprehensive and innovative tech-driven solutions, achieving 84% customer satisfaction in concrete services.

Additionally, we have launched user-focused initiatives such as Metros Habitables and Ayu, aimed at improving the self-construction (auto-construcción) processes and facilitating access to building materials without the incurrence of debt. Internally, Pacasmayo fosters organizational innovation and has strengthened its data and AI strategy, reaching an advanced level of digital maturity. This comprehensive transformation reflects our commitment to building a more efficient, sustainable, and people-centered future in construction.

Strong relationship with local communities

Since we began operations almost 70 years ago, we have been committed to improving the quality of life of the communities surrounding our plants, whose members we regularly employ. We have developed close and cooperative relationships with the local communities, which are supported by several social responsibility initiatives we have undertaken. For example, the family of our controlling shareholder founded Asociación Tecsup, a leading non-profit institute in Peru that provides technical education to students as well as UTEC, a leading technical university. We provide scholarships and financial aid to local qualified students interested in studying at Tecsup.

We are committed to building the future by strengthening opportunities in the communities where we operate. In 2024, the Community Relations team established four strategic objectives with short-, medium-, and long-term goals (2024–2030). A key part of this strategy is fostering trust-based relationships, guided by principles such as the Community Engagement and Good Conduct Decalogues. Faced with the regional challenge of transforming vulnerable homes into healthy spaces, we and the Inter-American Cement Federation and Habitat for Humanity signed a collaboration agreement on July 1, 2025, reaffirming the commitment to development in the northern part of the country by integrating the “Sueños en Concreto” (dreams in concrete) program into the Latin American initiative “100,000 Floors to Play On.” This strategic alliance with FICEM and Habitat for Humanity strengthens our goal of replacing dirt floors with concrete. No community conflicts were reported in 2025, which we believe reflects the effectiveness of these measures.

Highly experienced and professional management and board of directors

Our management team, with an average of 13.17 years of experience in the cement industry in Peru, has extensive technical and local market expertise and has led our company through our recent growth. We have developed a strong professional business culture and a team of highly qualified executives. We also have a well-regarded and experienced board of directors that includes business leaders from Peru and abroad.

Our Strategies

Our objective is to maximize shareholder value, while honoring our commitment to the environment and abiding by our social responsibility goals. We aim to be a leading company that provides building solutions anticipating the needs of our clients and that contributes to the continued development of our country. We intend to achieve our objective through the following principal strategies:

Continue to focus on our core business of supplying the demand for cement

We plan to continue to meet the demand for cement in our market, while controlling production costs. We intend to continue to serve the current cement market, as well as increasing cement demand through the production of new cement-based products. Our principal goal is to maintain our market share in the northern region of Peru without reducing the profitability of our business, as to continue developing building solutions to satisfy our clients’ needs.

Deepen our commercial relationship with retailers and end-consumers

We plan to enhance our commercial relationships with retailers and end-consumers in our market, both to maintain brand loyalty and to foster demand for our cement products. We will continue to support retailers in our DINO distribution network by providing product education, training sessions, rewards programs, and assistance in financing purchases of our products. In addition, we continue with our door-to-door commercial strategy for cement sales. We believe that these initiatives have been successful in strengthening our relationship with retailers and end-consumers.

Continue to focus on being the preferred provider of building solutions

We strive to be the supplier of choice for cement consumers in the northern region of Peru, whether its individuals building their homes or private construction companies or governmental entities undertaking projects of any size. We continue to focus on providing consumers with efficient and customized building solutions for their construction needs. Over the past several years, we have evolved from being a single type cement manufacturer to offering six different types of cement products, under two brands, and other building solutions, such as assembly gravity walls, sheet piles, precast beams, among others. We focus on innovation and are constantly searching for ways to improve building practices, inspired by our culture based on sustainability. For example, we offer cement that contains special properties that protect against sulfate erosion, as well as other products designed to meet the needs of consumers in the northern region of Peru. For the industrial segment and under our PacasPro brand, we continue with the digitalization of the purchasing process and of the use of our products and services. For our mass channel and self-builders we have Mundo Pacasmayo, an ecosystem that integrates physical and digital solutions, improves the purchasing experience and contributes to the professionalization and formalization of the construction market. Our mission is to provide a comprehensive solution for all project types and thus respond to the unique needs of each client, generating savings and efficiencies in the construction processes. During 2023, the company began the reconstruction of the two runways and the perimeter fence of Piura Airport, not only as a cement and concrete provider, but with direct involvement in the construction, as well as part of a consortium. The modernization of the airport aims to stimulate the tourism industry in the region and exceed the 1.08 million passengers transported during 2025.

Selectively pursue acquisitions

We will continue to evaluate and may selectively pursue strategic acquisitions of cement and complementary businesses that expand our geographic footprint and diversify our portfolio of products. Our management team has significant operating experience and industry knowledge in the production and commercialization of cement and cement-related materials, and we believe this experience will enable us to identify and pursue attractive acquisitions that will maximize shareholder value.

Continue to strengthen our enterprise risk management

We continue to strengthen our enterprise risk management methods and processes that allow us to identify, assess and monitor the legal, commercial, operational, financial and reputational risks, as well as fraud, corruption between private parties, bribery, tax evasion, customs offenses, accounting offenses, collusion, influence peddling, money laundering and financing of terrorism risks, determining the existing controls and establishing a plan along with other areas in order to mitigate existing risks. Along these lines, since 2018, we have implemented the ISO 37001 Anti-bribery management systems obtaining the certification every year since 2019. This certification confirms that our management system is designed to help prevent, detect and respond to bribery and comply with anti-bribery laws and voluntary commitments applicable to its activities. We believe this certification reiterates our commitment to global anti-bribery best practices and high standards of transparency and good corporate governance. Also, to continue to strengthen our management systems, in 2022 we implemented the ISO 37301 compliance management system obtaining the certification every year since 2023.

Maintain high environmental, social and governance standards

We are committed to maintaining high environmental, social and corporate governance standards. We are focused on developing and strengthening a favorable social environment for the continuity and growth of our operations, prioritizing our social investment in innovative education, health and local development programs in coordination with other stakeholders to contribute to sustainable development. Furthermore, we were included for the sixth consecutive year as part of the 2024 DJSI MILA Pacific Alliance Index. This index is made up of those companies that demonstrate superior performance among their peers under social, environmental and economic criteria. This achievement comes as a result of Pacasmayo’s effort to improve in all of these criteria and to work towards ambitious goals in terms of long-term sustainability. We are committed not only to remain in the Index but to improve our performance, as we are convinced that the focus on sustainability is key to our business and our stakeholders.

In 2023, we launched the EcoSaco, a cement bag that completely disintegrates within the concrete mix, generating zero waste. For us, this is much more than a cement bag, it’s a solution that has the potential to revolutionize the market, particularly the self-construction (auto-construcción) segment. As with any transformational change, it requires much effort in order to gradually change culturally established paradigms and consumer habits. This is precisely why we are so glad that the EcoSaco won the Semana Economica ESG Sustainability Price, both in the Sustainable Product Innovation Category and the Grand Prize, awarded to the project with the greatest environmental, social and economic impact. The EcoSaco also obtained the “Gran Effie”, as well as a Gold Effie that was awarded in the “Innovation in product marketing” category and a Silver Effie in the “Positive change in the environment” category. The Effie awards are a symbol of outstanding achievement, recognized worldwide, that honor all types of effective marketing.

In February 2026, we were selected to be part of The Sustainability Yearbook 2026, for the sixth consecutive year. In this edition, we obtained, for the first time, a score within the top 10% of S&P Global’s Corporate Sustainability Assessment (CSA) in the building materials industry. To appear in the Yearbook, companies must score at least 30 points, rank within the top 15% of their industry by number, and be within 30% of the industry leader’s CSA score. With around 9,200 companies evaluated around the world, we see an inclusion in the yearbook is a true statement of excellence in corporate sustainability.

Our Products

Our core products are cement and other cement-related materials. We also produce quicklime. In 2025, cement, concrete, mortar, pavement and precast accounted for 97.5% of our net sales and quicklime accounted for 0.4%. We also sell and distribute construction materials, such as steel rebar, cables and pipes, manufactured by large third-party manufacturing companies, and others which in 2025 represented 2.0% of our net sales.

The following table sets forth a breakdown of our shipments by type of product for the periods indicated:

The following table sets forth a breakdown of our total net sales by product for the periods indicated:

Cement

Cement is a powdered mixture of ground minerals that, when mixed with water, adheres to other materials and hardens to form a rock-like substance. Cement is generally mixed with other materials, such as gravel and sand, forming concrete with a high degree of compressive strength that is able to withstand substantial pressure.

Cement types are generally classified as either Portland cement or blended hydraulic cement. Portland cement is a hydraulic cement produced by pulverizing clinker, consisting essentially of crystalline hydraulic calcium silicates and calcium sulfate. Blended hydraulic cement consists of a mixture of Portland cement clinker and mineral admixtures, such as blast furnace slag, pozzolanic materials and limestone.

We produce predominantly blended cement, which represented 85.8% of our cement sales in 2025. Cementos Pacasmayo has been promoting the use of blended cement in the Peruvian market for over 25 years. This type of cement requires less clinker and reduces carbon dioxide emissions of our operations and production. Our global clinker/cement ratio is estimated at 71.1%, below the average value for similar producers globally of approximately 75.0%, according to ‘Getting the Numbers Right (GNR)’ by the Global Cement and Concrete Association (the “GCCA”) in 2023.

We produce a range of cement products suitable for various uses, such as residential and commercial construction and civil engineering. We currently offer seven types of cement products, each designed for specific applications and various technical requirements:

We believe that our Type MS, Type HS and Type V cement products are particularly suitable for construction in the northern coastal region of Peru, where sulfate and chloride concentrations from soil, ground water and sea water affect the durability of construction structures. By educating retailers about the different cement characteristics and conducting marketing campaigns, we believe we have been successful in building demand for our cement products. Our research and development department is also equipped to produce custom-tailored cement products on demand. In addition, through our dedicated research and development team, we have significantly reduced the amount of clinker required for cement production, minimizing capital expenditures and substantially lowering carbon dioxide (CO₂) emissions. As a company, our goal is to continue increasing the use of blended cements due to their technical, economic and most importantly, environmental benefits.

We market and distribute our cement primarily in 42.5 kilogram bags. Most of our bagged cement is sold to the retail sector consisting primarily of households that buy bags of cement to build or expand their own homes over time with little or no formal technical assistance (commonly referred to as self-construction (auto-construcción)). The bags are made of Kraft paper to preserve the quality of the cement. Our bags include information relating to the composition of our cement, handling instructions, production dates and storage instructions. Our cement bags have different colors to easily identify the different types of cement. Once bagged at our Pacasmayo, Rioja and Piura facilities, our cement is loaded onto trucks operated by third parties. Cement in bulk is sold to large industrial consumers.

In 2023, we initiated the certification of all our products under Peru’s mandatory quality certification framework for cement. We selected the most stringent evaluation pathway—Scheme 5—and underwent the certification process with ICONTEC, an internationally recognized certification body for products, services, and management systems. As a result, we successfully certified our entire cement portfolio, achieving the highest level of compliance established by the Supreme Decree regulating the commercialization of cement in Peru. This milestone reinforces our commitment to quality, transparency, and regulatory excellence across all our operations. The certification is grounded in the requirements of the Cement Technical Regulations, which define the physical, chemical, and performance characteristics that cement must meet at both production and commercialization stages. In accordance with these regulations, all cement producers and importers in Peru must comply with these standards to ensure market access and safeguard product reliability. Our certification process involved a comprehensive and rigorous audit of our quality management system, encompassing raw material sourcing, production processes, final product control, storage, distribution, and commercialization. This evaluation was conducted across our three production plants and extended to our authorized points of sale, ensuring full traceability, consistency, and compliance throughout the entire value chain. Maintaining product certification is a mandatory requirement. Under Scheme 5, ongoing compliance is sought through periodic evaluations conducted by ICONTEC at each plant, including production control, product design verification through random sampling, and the assessment of the quality management system. In 2024 and 2025, we successfully maintained our certification with no non-conformities identified, which we believe reflects the robustness and consistency of our quality processes.

Furthermore, in 2024, we implemented Environmental Product Declarations (EPDs) for our Extraforte, Fortimax, and Type I cements, making us the first cement company in Peru to achieve this milestone. These declarations align with the latest requirements of Peru’s Sustainable Building Code, reinforcing our commitment to environmental responsibility and sustainable construction practices.

Concrete Products

We also produce and sell concrete products principally in the form of ready-mix concrete used in large construction sites, as well as precast, bricks, pavers and other precast materials.

Quicklime

We produce and distribute quicklime, which has several industrial uses. Quicklime serves as a neutralizer, lubricant, drying and absorbing material, disinfectant, and as a raw material. Quicklime has various applications, including in the steel, food, fishing and chemical industries. It is also used in mining operations to treat water and industrial residues, in agriculture as a fertilizer enhancer and, to a lesser extent, in other industries. In Peru, quicklime is mainly used in the mining industry, as an additive to treat water residues. We produce quicklime in finely and coarsely ground varieties and sell it either in bags of one metric ton or in bulk, according to clients’ requirement. Quicklime currently represents a small percentage of our revenues.

Production Process

Cement Production Process

The diagram below depicts the standard cement production process, which consists of the following main stages:

Extraction of raw materials. To produce cement, limestone/coquina are extracted from our quarries. We use explosives to loosen the limestone and deploy bulldozers to remove dirt and the overburden covering the limestone. We crush the limestone in our primary and secondary cone crusher and the resulting limestone is loaded into trucks and hauled to our Pacasmayo facility from the adjacent quarry where it is stored. In the case of Piura, our surface miner drills out our coquina quarry and then it is also loaded into trucks and hauled to the Piura plant.

Grinding and homogenization. Limestone/coquina, clay and sand are mixed with iron that is acquired from third parties. The quality of the resulting raw meal is monitored by examining samples of each batch and processing them through our quality control x-ray software that automatically measures the mix of materials to confirm the blend is in compliance with our quality standards. Subsequently, the raw meal is sent to a blending silo and then to a storage silo from where it is fed into the pre-heater.

Clinkerization. The raw meal is heated at a temperature of approximately 1,450 degrees Celsius in our kilns. The intense heat causes the limestone and other materials in the mixture to react inside the kiln, turning the mixture into clinker. Clinker is then cooled to a temperature of approximately 200 degrees Celsius and stored in a silo or in an outdoor yard.

Cement grinding. After being cooled, clinker, together with gypsum and some admixtures, is fed into a ball mill or into a vertical roller mill where it is ground into a fine powder to produce cement. In this form, cement reacts as a binding agent that, when mixed with water, sand, stone and other aggregates, is transformed into concrete or mortar.

Storage in silos. After passing through the ball mills, the cement is transferred on conveyor belts and stored in concrete silos in order to preserve its quality until distribution.

Packaging, loading and transport. Cement is transferred through another conveyor belt from the silo to be packaged in 42.5 kilogram bags and then loaded into trucks operated by third parties to be transported for distribution. Bulk cement may be transported (unpackaged) on especially designed trucks that deliver large amounts of cement directly to the work site.

Quicklime Production Process

Quicklime is produced by crushing limestone with a calcium carbonate content of at least 95% by calcinating it in a rotary kiln. The limestone for quicklime comes from our quarries. The crushing of the limestone is done at the quarry and the calcination process takes place only at our Pacasmayo facility. We produce quicklime in finely and coarsely ground varieties and sell both varieties in big bags as well as in bulk.

Raw Materials and Energy Sources

Limestone and Other Calcareous Resources

We obtain limestone required to produce clinker and quicklime principally from land where we have concession rights. For our Pacasmayo plant, we extract limestone from our Acumulación Tembladera quarry located approximately 60 kilometers from the plant, and for our Rioja plant, we extract limestone from our Calizas Tioyacu quarry which is adjacent to our Rioja plant. For our Piura plant, we extract coquina from Virrilá quarry, located approximately 120 kilometers from the plant.

Acumulación Tembladera. We have a concession with an indefinite term to extract limestone and other minerals from our Acumulación Tembladera quarry, a 3,390 hectares open-pit mine located in the district of Yonan, in the department of Cajamarca. We acquired this concession in November 2002.

Calizas Tioyacu. For our Rioja production, we have a concession with an indefinite term to extract limestone and other minerals from a 400 hectares open-pit mine near our Rioja facility in the district of Elias Soplin Vargas, in the department of San Martín. We acquired this concession in February 1998.

Virrilá. For our Piura production, we also have a group of concessions with an indefinite term to extract coquina and other minerals from our Virrilá quarry, a 931 hectares open-pit mine located in the district of Sechura, in the department of Piura. We acquired these concessions between 2000 and 2008.

Bayóvar 4. For our Piura production, we also have rights with an indefinite term related to extract coquina and other minerals from our Bayóvar 4 quarry, a 22,326-hectare open-pit mine located in the district of Sechura, in the department of Piura. We entered into this agreement in October 2007.

In addition to our Acumulación Tembladera, Calizas Tioyacu, Bayovar 4 and Virrilá quarries, we also own concession rights to various other calcareous material quarries consisting, in total, of approximately 40,767 hectares located in the northern region of Peru. None of these quarries are in operation as of the date of this annual report on Form 20-F.

Clay, Sand and Other Raw Materials and Admixtures

The other raw materials that we use to produce clinker are clay, sand and iron, as well as other admixtures.

Clay

For cement production in our Rioja facility, we extract clay from our Pajonal quarry, a 400 hectares open-pit concession located in the district and province of Rioja, department of San Martin. This concession was granted to us by the MEM in 1998. The term of the concession is indefinite, provided we pay an annual concession fee and meet minimum annual production requirements.

We have not calculated our clay reserves, as we believe there is an abundant supply of clay in our concessions and more broadly in the northern region where we operate.

Sand

For cement production in our Pacasmayo facility, we use sand which we buy from third parties. Our Rioja facility does not utilize sand as a raw material given the type of cement it produces.

We have not calculated our sand reserves, as we believe there is an abundant supply of sand in our concessions and more broadly in the northern region where we operate.

Iron

We use small quantities of iron in our cement production, which we purchase from third parties at market prices.

Coal

We purchase mostly anthracite coal from local suppliers and small amounts of semi-bituminous coal from local suppliers, in each case at spot market prices. Anthracite coal tends to be less expensive than bituminous coal. We store coal at our premises and in our warehouse facilities, adjacent to the Salaverry port and in Trujillo, where we currently have sufficient stock of coal to maintain our production levels for the next year.

In December 2009 and February 2010, we entered into option agreements to acquire coal mining concessions as a means to secure a steady and reliable source for our coal requirements and to reduce the volatility in costs related to coal. In 2011, we exercised certain options under these agreements to acquire coal mining concessions for 908.5 hectares near our Pacasmayo facility for a total purchase price of US$4.5 million. In 2013, we exercised our remaining options to purchase an additional coal mining concession for 501.2 hectares for US$1.0 million, thereby completing the acquisition of the related coal mining concessions.

Pozzolanic Materials and Other Admixtures

Our cement production also requires small amounts of other admixtures, such as pozzolanic materials, gypsum and blast furnace slag.

For cement production in our Pacasmayo facility, we use pozzolanic materials obtained from our Cunyac quarry, a 200 hectares open-pit concession located in the district of Sexi, province of Santa Cruz, department of Cajamarca. The concession was granted to us by the MEM in 2008. The term of the concession is indefinite, provided we pay an annual concession fee and meet minimum annual production requirements.

We also own several other concessions containing pozzolanic material which have not currently been explored. In addition, our use of pozzolanic materials may be substituted with clinker or other admixtures. Other admixtures, such as gypsum and blast furnace slag, are purchased at market prices from third-party suppliers. If we are unable to acquire raw materials or admixtures from current suppliers, we believe that other sources of raw materials and admixtures would be available without significant interruption to our business.

Energy Sources

Electricity

As of December 31, 2025, all of the electricity requirements for our Pacasmayo and Piura facilities were supplied by Electroperú, and all of the electricity requirements for our Rioja facility were supplied by ELOR.

We have a long-term electricity supply agreement with Electroperú S.A. to serve our Pacasmayo and Piura facilities through May 2026, after which Orygen Perú S.A.A. will supply electricity to those facilities from June 2026 through May 2031 and an agreement with Electro Oriente S.A. (ELOR) for our Rioja facility through December 2029. Our electricity costs are subject to adjustment formulas that take into consideration market variables such as the U.S. Producer Price Index (PPI) and global energy prices. As approximately 18.3% of our total costs are denominated in or indexed to the U.S. Dollar, the combination of high global energy prices and a potential depreciation of the Sol could result in a “double impact” on our margins. 

In addition, we have an electricity supply contract with ELOR to supply our Rioja facility through December 2029. ELOR supplies the Rioja facility with 6.7 megawatts of electricity during peak hours and 8.0 megawatts during off-peak hours. Payments for electricity are based on a formula that takes into consideration our energy consumption and certain market variables, such as the U.S. Dollar exchange rate, inflation, the local price of natural gas, the global price of oil and the import price of bituminous coal.

Other Production Materials

We use other materials in the cement production process, including paper bags to package cement, which we purchase principally from local suppliers; plastic bags used to package quicklime, which we purchase from local suppliers; and water to cool the kiln exhaust gases and for our crushing operations at our Acumulación Tembladera quarry, which we obtain principally from a well located at our Pacasmayo facility and from the Jequetepeque river. Water used in our production process is maintained in a closed system at our plants and re-processed for utilization in our production process.

Consumer Base

The retail cement sector in Peru is characterized by households that purchase single bags of cement to gradually build or improve their homes with little or no professional assistance. This sector is known as self-construction (auto-construcción). Families in this sector tend to invest a large portion of their savings in building or improving their own homes. Self-construction (auto-construcción) is often conducted with the help of a foreman (maestro de obra) who generally has experience in construction. Our retail marketing plans typically target the maestro de obra who is usually the decision maker when buying cement and other related construction materials.

We also sell directly to small, medium and large private construction companies working on a variety of construction projects, from housing complexes to commercial developments. In the public sector, we provide cement for national, regional and local governments carrying out construction projects including housing complexes and public construction, ranging from local schools and hospitals to large infrastructure.

Sales and Distribution

Distribution

Our market extends from the Ecuadorian border in the north of Peru to the city of Barranca in the south (approximately 180 kilometers north of Lima), to the rainforest in the east and the Pacific Ocean in the west. Our market covers the provinces of Amazonas, Cajamarca, La Libertad, Lambayeque, Piura and Tumbes in the north; and San Martín and Loreto in the northeast.

Our Pacasmayo, Piura and Rioja facilities supply the entire northern region of Peru, interchangeably subject to where it is most efficient to ship from at the moment, depending on the distance and type of cement being produced, among other factors.

In 2025, approximately 81.4% of our total cement shipments were in the form of bagged cement, substantially all of which was sold through retailers both within and outside of our distribution network. The remaining 18.6% of our cement was sold in bulk or in shipments of precast products or ready-mix concrete directly to large construction companies.

We have developed one of the largest independent retail distribution networks for construction materials in Peru, consisting of 334 hardware stores, with which we have a distribution agreement. In addition, we also distribute to other independent retailers located throughout the northern region of Peru with whom we do not have contractual relationships. We have built our distribution network by investing in strengthening our relationship with retailers.

Even though our ready-mix sales are still a small proportion of our sales, we expect this trend to change as infrastructure becomes a bigger driver of demand in the upcoming years. Additionally, we sell and distribute other construction materials manufactured by third parties that are used alongside cement, such as steel rebar, plastic pipes and electrical wires, among others.

Marketing and Brand Awareness

We use our distribution network, together with our strategically located local commercial offices, to promote our products and brands, as well as to keep us informed of market developments. We believe our distribution network has enabled us to build strong recognition for our Pacasmayo brand among maestros de obra, retailers and end consumers which we believe is important to our business, particularly because our cement is principally sold in bags to retail consumers.

Our marketing expenses in 2025 were approximately S/15.6 million, or 0.74% of our sales. Historically, our marketing strategy has been to develop brand loyalty by providing high-quality products, tailored to the needs of our customers, and customer service accompanied by complimentary training for the maestros de obra, who are typically the decision makers in the self-construction (auto-construcción) segment.

We seek to develop strong ties with our distributors by promoting income generating opportunities for them. For instance, we give them priority when hiring transportation to distribute our cement throughout our territory. Also, our large salesforce has the ability to cover most of the construction sites in northern Peru generating business opportunities that are then channeled through our distributors. Finally, our distributors enjoy various commercial and marketing benefits such as rebates, special promotions, special credit conditions, and loyalty programs.

We have been working consistently in recent years to focus time and attention on our client’s needs, in an effort to go beyond just selling cement and its byproducts, to providing solutions and innovating. The self-construction segment has been the primary driver behind the growth in sales volume in the past couple years. We have focused on several fronts to enhance the customer experience and to facilitate access to our solutions. We have developed Mundo Pacasmayo (Pacasmayo World), which is a virtual ecosystem made up of digital solutions that serves to join supply and demand and offers a superior purchasing experience leveraged on intensive use of technology to generate more value for our users. The digital solutions are targeted and customized for the different users, such as foremen, hardware stores, and the self-builder.

Quality Control

In Peru, cement production is subject to standardization (normalización) regulations approved by the National Institute for the Protection of Competition and Intellectual Property (Instituto Nacional de Defensa de la Competencia y de la Protección de la Propiedad Intelectual, or “INDECOPI”). Although the standardization regulations are not mandatory, they are useful in achieving an optimum level of management. As of the date of this annual report on Form 20-F, we comply with all standardization regulations applicable to our products.

We have established a quality assurance program in accordance with ISO Standard 9001-2008, certified by SGS del Perú S.A.C., a company that provides inspection, verification, testing and certification services. We monitor quality at every stage of the cement production process. In our facilities, we periodically test the quality of our raw materials. These tests include chemical, physical and x-ray tests. We perform similar examinations of the clinker we produce. Additionally, we also perform regular quality tests on our finished products.

We have a quality control area with computerized systems to access real-time information on the quality of our products. As part of our quality control process, we monitor the performance of our different cement products, monitor the performance of additives in our cement and review monthly statistical analysis on the resistance of cement, among other things.

In 2023, we initiated the certification of all our products under Peru’s mandatory quality certification framework for cement. We selected the most stringent evaluation pathway—Scheme 5—and underwent the certification process with ICONTEC, an internationally recognized certification body for products, services, and management systems. As a result, we successfully certified our entire cement portfolio, achieving the highest level of compliance established by the Supreme Decree regulating the commercialization of cement in Peru. This milestone reinforces our commitment to quality, transparency, and regulatory excellence across all our operations. The certification is grounded in the requirements of the Cement Technical Regulations, which define the physical, chemical, and performance characteristics that cement must meet at both production and commercialization stages. In accordance with these regulations, all cement producers and importers in Peru must comply with these standards to ensure market access and safeguard product reliability. Our certification process involved a comprehensive and rigorous audit of our quality management system, encompassing raw material sourcing, production processes, final product control, storage, distribution, and commercialization. This evaluation was conducted across our three production plants and extended to our authorized points of sale, ensuring full traceability, consistency, and compliance throughout the entire value chain. Maintaining product certification is a mandatory requirement. Under Scheme 5, ongoing compliance is sought through periodic evaluations conducted by ICONTEC at each plant, including production control, product design verification through random sampling, and the assessment of the quality management system. In 2024 and 2025, we successfully maintained our certification with no non-conformities identified, which we believe reflects the robustness and consistency of our quality processes.

Competitive Position

Peru’s cement production is segmented into three main geographic regions: the northern region, the central region, including Lima’s metropolitan area, and the southern region. We are the only cement manufacturer in the northern region of Peru. The central region is principally served by UNACEM (formerly known as Cementos Lima and Cemento Andino), some imports, Caliza Cemento Inca and Holcim. The south is principally served by Cementos Yura. In 2025, our cement shipments were approximately 3.0 million metric tons, representing an estimated 22.4% share of total cement shipments in Peru according to INEI.

Regulatory Matters

Overview

Although our core business is the production of cement, we hold a number of mining concessions granted by the Peruvian government for the supply of limestone and other raw materials required for cement production. As a result, we are subject both to the mining and the general industrial legal framework in Peru. The regulatory framework applicable to our cement production may be divided into rules and regulations relating to: (i) the mining and crushing of limestone and clay; and (ii) the production process.

Mining Regulations

The General Mining Law (Texto Único Ordenado de la Ley General de la Minería) approved by Supreme Decree No. 014-92-EM, published in the Peruvian Official Gazette, El Peruano, on June 3, 1992, is the primary law governing both metallic and non-metallic mining activities in Peru and is supplemented by implementing guidelines and policies regarding mining and the processing of minerals enacted by the MEM. Under the General Mining Law, mining activities (except storage, reconnaissance, prospecting and trade) are carried out exclusively through various forms of concessions. Mining concessions are granted by the Geological, Mining and Metallurgical Institute (Instituto Geológico Minero y Metalúrgico, or “INGEMMET”), and all other concessions, including our mineral processing concessions, are granted by the Directorate General for Mining of the MEM. Any act, transfer, termination or agreement related to these concessions must be registered with the Mining Rights Registry, which is part of the National Public Registry System, to be effective against the Peruvian government and third parties.

Holders of concessions or mining claims must comply with several obligations, including the payment of an annual concession fee (derecho de vigencia) of US$3.00 per applicable hectare. The annual concession fee is due and payable on or prior to June 30 of each year. Failure to pay the annual concession fee for two consecutive years will result in the termination of the mining concession.

Mining activities require holders to obtain title to the surface land from individual landowners, peasant communities or the Peruvian government. Mining concessions are granted for an unlimited period, subject to the achievement of minimum annual production levels. Two different regimes apply depending on the date the concession was granted:

Under Legislative Decree No. 1320 and Supreme Decree No. 011-2017-EM, since January 1, 2019, if the annual minimum production or investment has not been met, the annual penalty and the causes to terminate a mining concession will be determined by the General Mining Law for all concessions, as described below.

For concessions granted until 2008, the following rules apply:

Any penalty must be paid prior to June 30 of each year. Failure to pay the penalty for two consecutive years results in the termination of the mining concession.

Since January 1, 2020, these penalties are applied to concessions granted in 2009 and thereafter.

The foregoing penalties and fines are not applicable to mining concessions granted by the government through private investment promotion initiatives, which will be subject to the minimum production and investment levels set forth in such contracts.

In addition to the payment of the annual concession fee and the penalty, holders of mining concessions must, pursuant to the Mining Royalty Law, pay a royalty for the exploitation of metallic and non-metallic resources. Prior to the amendment of the Mining Royalty Law described below, the amount of the royalty was determined on a monthly basis. For those minerals with an international market price (gold, silver, copper, zinc, lead and tin), the amounts were computed by applying the rates to the value of the concentrate or its equivalent, according to the applicable international market price. The historic rate scales were established in the Mining Royalty Law’s regulations as shown in the following table:

In case of minerals without an international reference market price (minerals other than gold, silver, copper, zinc, lead and tin), the mining royalty amounted to 1% of the value of the final product obtained from the mineral separation process, net of any costs incurred in the mineral separation process (componente minero).

However, the Mining Royalty Law was amended on September 29, 2011 to increase the tax payable on metallic and non-metallic mineral resources. Effective October 1, 2011, the royalty for the exploitation of metallic and non-metallic resources is payable on a quarterly basis in an amount equal to the greater of (i) an amount determined in accordance with the following statutory scale of tax rates based on a company’s operating profit margin and applied to the company’s operating profit, as adjusted by certain non-deductible expenses, and (ii) 1% of a company’s net sales, in each case, during the applicable quarter. The royalty rate applied to the company’s operating profit is based on its operating profit margin according to the following statutory scale of rates:

Mining royalty payments will be deductible for income tax purposes in the fiscal year in which such payments are made.

We believed that certain portions of the regulations of the Mining Royalty Law were unconstitutional, because they impose a mining royalty tax on non-mining activities. For instance, for cement companies, the amended Mining Royalty Law and its regulations established that the mining royalty tax was calculated based on the total operating profit or net sales, as opposed to operating profit or net sales attributable exclusively to mining products, such as limestone, used to produce cement. Accordingly, in December 2011, we filed a claim to declare that the mining royalty tax applicable for the exploitation of non-metallic mining resources be calculated based on the value of the final product obtained from the mineral separation process, net of any costs incurred in the mineral separation process (“componente minero”).

In November 2013, the Peruvian Constitutional Court affirmed the constitutional challenge we filed against the new regulation of the Mining Royalty Law, in a final and unappealable ruling, on the grounds that the new regulation violates the constitutional right of property, as well as the principles of legal reserve and proportionality. Therefore, the new regulation is rendered inapplicable to our operation. As a result, we continued to use as a basis for the calculation of the mining royalty the value of the concentrate or mining component, and not the value of the product obtained from the industrial or manufacturing process.

On March 22, 2021, the Company received Tax Court Resolution No. 00905-4-21 that declared the Mining Royalty should be calculated based on the total operating profit or net sales, as opposed to operating profit or net sales attributable exclusively to mining products, such as limestone, used to produce cement, for the years 2008 and 2009. This contradicted what was established by the Constitutional Court mentioned above. Considering this contradiction, the Company initiated two legal proceedings: (i) a constitutional process to denounce the repression of homogeneous harmful acts, filed on March 31, 2021; and, (ii) a contentious-administrative claim filed before the ordinary court, the object of which was the annulment and return of collateral, filed on June 22, 2021.

As of the date of this annual report on Form 20-F, both proceedings were ruled in favor of the Company. As a result, the SUNAT should, either directly or through enforcement, return the amounts paid by the Company in respect of the Tax Court Resolution described above, amounting to S/29,559,000. As of August 20, 2025, SUNAT made a partial refund of S/18,441,000, leaving an outstanding balance of S/11,118,000 to be collected as of December 31, 2025. In the opinion of management and its external legal advisors, there is a very high probability of obtaining this amount in full.

Finally, holders of mining concessions are required at the beginning of their operations to submit a mining closure plan that must contain a description of the steps to restore the areas and facilities of each mining operation area to pre-mining condition. Holders of mining concessions are required to secure completion of the restorative measures by means of the following guarantees: (i) banking guarantee or credit insurance; (ii) cash guarantees; (iii) trusts; or (iv) those indicated in the Peruvian Civil Code.

In August 2021, Law No. 31347, that modifies the Mine Closure Law (Law No. 28090), specifying aspects such as mandatory, administrative and oversight powers, opportunity for presentation and approval, applicable guarantees, periodic reports to be presented to various authorities, among others was approved.

As of December 31, 2025, we primarily owned non-metallic mining concessions and limited metallic mining concessions with respect to iron. Substantially all of our concessions were granted prior to 2008. Our mining rights and concessions are in full force and effect under applicable Peruvian laws. We believe that we were in compliance in all material respects with the terms and requirements applicable to our mining rights and concessions.

Production Process

The cement production process along with other manufacturing activities are governed by General Industry Law (Ley General de Industrias), Law No. 23407, published in El Peruano on May 29, 1982, which establishes basic rules that promote and regulate activities in the manufacturing industry. The Ministry of Production is vested with authority to promote private investments in connection with industrial, processing and manufacturing activities, the surveillance of sustainable exploitation of natural resources (except for those extractive activities involving primary transformation of natural products), the protection of the environment, and the supervision of the quality of manufactured products. All industrial companies are subject to the General Industry Law and its regulations to the extent that the company’s gross income is primarily derived from industrial activities. Pursuant to Supreme Decree No. 009-2011-MINAM, the supervisory and monitoring functions of the Ministry of Production were transferred to the OEFA in 2013.

Technical Regulation on Hydraulic Cement

On January 21, 2022, the Government published D.S. 1-2022-PRODUCE, which approves the Technical Regulation on hydraulic cement used in buildings and constructions in general, to clarify minimum cement safety compliance requirements. Such regulation entered into force on July 22, 2023, pursuant to D.S. 10-2022-PRODUCE.

Environmental Regulations

Industrial companies, and in particular those in the cement sector, are required to comply with various environmental regulations, such as the Law on the national environmental impact assessment system approved by Legislative Decree No. 27446 and its regulations approved by Supreme Decree No. 019-2009-MINAM, which establish the environmental impact assessment process. Public and private investment projects that involve activities, constructions or works that may cause negative environmental impacts must comply with this law. Projects are categorized according to environmental risk under this law.

The environmental management regulations for the manufacturing industry and internal trade, approved by Supreme Decree No. 017-2015-PRODUCE, as amended, promote and regulate environmental management, as well as the conservation and sustainable use of natural resources in the development of manufacturing and domestic trade activities. It also regulates the application of management instruments, procedures, environmental protection measures and promotes cleaner production agreements, giving priority to the principle of prevention.

In terms of air emissions, the Ministry of the Environment has adopted legally binding environmental quality standards (maximum permissible limits) for cement industries (approved by Supreme Decree No. 001-2020-MINAM). These standards are legally enforceable and must be met by all operations in the cement industry.

Resolution No. 004-2018-OEFA/CD and 006-2018-OEFA/CD define administrative infractions and establish a scale of penalties related to environmental management instruments and obligations related to monitoring, environmental management, the development of industrial activities and the handling of hazardous materials and inputs. applicable to those administered in the manufacturing industry and domestic trade sector that are under the scope of competence of the Environmental Assessment and Control Agency. Infractions are classified according to their severity as minor, serious and very serious offenses and the monetary penalty imposed will depend on this.

By means of Board of Directors Resolution No. 023-2013-OEFA/CD and No. 0312015-OEFA/CD, of the Environmental Assessment and Control Agency (Organismo de Evaluación y Fiscalización Ambiental – “OEFA”), OEFA is in charge of the monitoring, supervision, control and sanction in environmental matters in the cement and concrete sector of the manufacturing industry, of the industrial subsector of the Ministry of Production - PRODUCE.

The Law on Integrated Solid Waste Management approved by Decree Law No. 1278 and its regulations approved by Supreme Decree No. 014-2017-MINAM and its amendments, seek to ensure the constant maximization of efficiency in the use of materials, and to regulate the management and handling of solid waste, which includes the minimization of the generation of solid waste at the source. the material and energy recovery of solid waste, as well as the proper final disposal of the same.

Law No. 30754, published on April 18, 2018, approved the Framework Law on Climate Change. This law establishes the principles, approaches, and general provisions for coordinating, articulating, designing, executing, informing, monitoring, evaluating, and disseminating public policies for the comprehensive, participatory, and transparent management of climate change adaptation and mitigation. It also established that the Ministry of the Environment shall set guidelines to incorporate climate risk and vulnerability analysis, as well as climate change mitigation and adaptation measures, in the evaluation of investment projects subject to the National Environmental Plan Impact Assessment System.

This law aims to reduce the country’s vulnerability to climate change, take advantage of low-carbon growth opportunities, and comply with the international commitments assumed by the government of Peru before the United Nations Framework Convention on Climate Change, with an intergenerational approach.

The Regulations of the Framework Law on Climate Change were approved on December 31, 2019, by Supreme Decree No. 013-2019-MINAM. The objectives set out in these Regulations will be achieved through the implementation of climate change adaptation and mitigation measures, the creation of systems that contribute to the accounting of carbon dioxide emissions, the reduction of carbon dioxide emissions and the promotion of private sector participation in implementation. of sustainable and low-carbon projects. As of the date of this annual report on Form 20-F, however, no concrete measures or targets have been set, nor have any deadlines been set for their implementation.

There is currently no type of emissions trading scheme in Peruvian law.

On January 25, 2022, Supreme Decree No. 003-2022-MINAM was published, declaring a climate emergency of national interest and establishing guidelines and priority actions for climate change mitigation and adaptation.

In September 2023, the International Sustainability Standards Committee issued the first international sustainability and climate standards: IFRS S1 General Requirements for the Information to be Disclosed on Sustainability related to Financial Information and IFRS S2 Weather-related Disclosures. The purpose of these standards is for entities to disclose information about their risks and opportunities related to sustainability and climate that is useful to the primary users of financial information for decision-making. The Company is currently assessing these standards and the methodology for their implementation.

In March 2026, the application of these standards became a legal requirement, formalized by Resolution No. 001-2026-EF/30. Its objective is to establish a common framework that allows companies and institutions to disclose information about their risks and opportunities related to sustainability and climate that is useful to the primary users of financial information for decision-making. This resolution is expected to come into force in January 2029.

Since 2025, Cementos Pacasmayo has been participating in the DivulAcción IFRS S2 program, promoted by LACADI (Latin American Climate Asset Disclosure Initiative) and funded by Germany’s Federal Ministry for Economic Affairs and Climate Action (BMWK) through the International Climate Initiative (IKI). This program aims to accelerate the disclosure of climate-related financial information. It was carried out in five phases: assessment; analysis of physical and transition risks; evaluation of resilience and identification of strategic areas; preparation of the proposed disclosure; and integration of climate change into corporate governance. As a result, a draft IFRS S2 report has been prepared in collaboration with the risk, accounting and finance, climate change, and sustainability teams, and is expected to be published by the end of June 2026.

Prior Consultation with Local Indigenous Communities

On September 7, 2011, Peru enacted Law No. 29785, Prior Consultation Right of Local Indigenous Communities. The law was enacted in order to implement Convention No. 169 of the International Labor Organization on Local Indigenous Communities in Independent Countries, previously ratified by Peru through Legislative Decree No. 26253. This law, which became effective on December 6, 2011, establishes a prior consultation procedure to be undertaken by the Peruvian government in favor of local indigenous communities, whose collective rights may be directly affected by new legislative or administrative measures, including the granting of new mining concessions. Regulation implementing this law was approved on April 3, 2012, by Supreme Decree No. 001-2012-MC, which defines the local indigenous communities that are entitled to the prior consultation rights and establishes the different stages that comprise the prior consultation procedure.

Consultation procedures for mining and processing concessions are carried out by the MEM prior to the granting of a new processing concession.

According to the recent practice of the Geologic Institute of Mining and Metallurgy (Instituto Geológico Minero Metalúrgico), the granting of mining concessions does not qualify as an “administrative measure” that potentially affects the rights of indigenous people because it does not grant per se a right to explore and exploit mineral deposits. Accordingly, the granting of mining concessions has not been included among measures that require consultation procedures with indigenous people. According to Ministerial Resolution No. 003-2013-MEM-DM, the MEM has established that consultation procedures are applicable prior to the commencement of: (i) exploration activities (Autorización de inicio de actividades de exploración); (ii) exploitation activities (Autorización de inicio o reinicio de las actividades de desarrollo, preparación y explotación - incluye plan de minado y botaderos); and (iii) processing concessions (otorgamiento de concesión de beneficio).

Local indigenous communities do not have a veto right; upon completion of this prior consultation procedure, the Peruvian government can discretionarily approve or reject the applicable legislative or administrative measure. In addition, any sale, lease or other act of disposal of surface land owned by local indigenous communities is subject to the approval of an assembly composed of the members of such communities according to the following rules:

Permits and Licenses

Mining Concessions

According to the General Mining Law, a mining concession is required in order to extract mineral resources needed to produce cement. The mining concession grants the right to explore and exploit the mineral resources located in a solid of indefinite depth, limited by the vertical plane corresponding to the sides of square, rectangle or polygon referred to by the Universal Transversal Mercator coordinates. The Geological Mining and Metallurgical Institute (Instituto Geológico Minero y Metalúrgico) is in charge of managing the procedure of granting mining concessions, which includes the receipt of the request, the granting and the termination of mining concessions.

Explosives.

Mining concessionaires are required to obtain the following permits to operate and store explosives:

Water and Wastewaters

To use water resources in cement industry activities, it is necessary to obtain a water right granted by the Water Management Authority (Autoridad Nacional del Agua, or “ANA”) prior to the use of underground or fresh water sources. If the proposed activities will generate domestic or industrial wastewaters, which will be discharged into natural water sources or soil, authorization from ANA is required, with a favorable opinion of the General Bureau of Environmental Health (Dirección General de Salud Ambiental, or “DIGESA”).

Hazardous Waste

Hazardous waste generated as a consequence of cement production activities must be disposed of in specialized landfills. The transportation of solid waste outside the limits of the industrial complex must be conducted exclusively through specialized companies registered with DIGESA and MINAM. Industries are free to contract with an EO-RS (a company that provides solid waste services such as transportation, treatment or disposal) or with an EC-RS (a company that carries out commercialization activities aiming at the reuse of solid waste). Yet in order to limit their liability in case of environmental harm, industries must make sure the EO-RS and EC-RS they retain count with all necessary permits to collect, transport and dispose of hazardous wastes.

Chemical Feedstock