6-K
CEMEX SAB DE CV (CX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2026
Commission File Number: 001-14946
Cemex, S.A.B. de C.V.
(Translation of Registrant’s name into English)
Avenida Ricardo Margáin Zozaya #325, Colonia Valle del Campestre,
San Pedro Garza García, Nuevo León 66265, México
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Contents
| 1. | Notice for Cemex, S.A.B. de C.V.’s (NYSE:CX) (“Cemex”) Ordinary General Shareholders’ Meeting to be held on March 26, 2026, in the city of Monterrey, Mexico. |
|---|---|
| 2. | Supplemental Information to the Agenda of Cemex’s Ordinary General Shareholders’ Meeting to be held on March 26, 2026. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Cemex, S.A.B. de C.V. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Cemex, S.A.B. de C.V. | ||
|---|---|---|
| (Registrant) | ||
| Date: February 6, 2026 | By: | /s/ Jaime Martinez Merla |
| Name: Jaime Martinez Merla | ||
| Title: Chief Comptroller |
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EXHIBIT INDEX
| EXHIBIT<br>NO. | DESCRIPTION |
|---|---|
| 1. | Notice for Cemex, S.A.B. de C.V.’s (NYSE:CX) (“Cemex”) Ordinary General Shareholders’ Meeting to be held on March 26, 2026, in the city of Monterrey, Mexico. |
| 2. | Supplemental Information to the Agenda of Cemex’s Ordinary General Shareholders’ Meeting to be held on March 26, 2026. |
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EX-1
Exhibit 1
CEMEX, S.A.B. DE C.V.
NOTICE OF ORDINARY GENERAL SHAREHOLDERS’ MEETING
The Board of Directors of Cemex, S.A.B. de C.V. (the “Company”) has resolved to call an Ordinary General Shareholders’ Meeting of the Company (the “Ordinary Meeting”) to be held at the building named “Cemex Constitución”, located at Avenida Constitución 444 Poniente, ground floor, in the city of Monterrey, Mexico, at 12:00 P.M. (local time) on March 26, 2026, in accordance with the following:
AGENDA:
| I. | PRESENTATION OF THE CHIEF EXECUTIVE OFFICER’S REPORT, INCLUDING CEMEX’S STATEMENT OF FINANCIAL<br>POSITION, INCOME STATEMENT, CASH FLOW STATEMENT AND STATEMENT OF CHANGES IN EQUITY, ALONG WITH THE OPINION OF THE EXTERNAL AUDITOR AND PRESENTATION OF THE BOARD OF DIRECTORS’ REPORT, FOR THE YEAR 2025, PURSUANT TO THE MEXICAN SECURITIES MARKET<br>LAW (LEY DEL MERCADO DE VALORES); THEIR DISCUSSION AND, WHERE APPLICABLE, APPROVAL, AFTER HEARING THE OPINION OF THE BOARD OF DIRECTORS ON THE CHIEF EXECUTIVE OFFICER’S REPORT, THE AUDIT COMMITTEE’S REPORT, THE CORPORATE PRACTICES<br>AND FINANCE COMMITTEE’S REPORT, THE SUSTAINABILITY, CLIMATE ACTION, SOCIAL IMPACT AND DIVERSITY COMMITTEE’S REPORT, THE REPORT OF THE ACCOUNTING AND INFORMATION POLICIES AND CRITERIA FOLLOWED IN THE PREPARATION OF THE FINANCIAL<br>INFORMATION, AND THE REPORT ON CEMEX’S TAX SITUATION. |
|---|---|
| II. | PROPOSAL OF ALLOCATION OF PROFITS FOR THE YEAR ENDED DECEMBER 31, 2025, WHICH INCLUDES THE DECLARATION OF<br>A CASH DIVIDEND. |
| --- | --- |
| III. | PROPOSAL TO SET THE MAXIMUM AMOUNT OF THE FUND FOR THE ACQUISITION OF CEMEX’S SHARES OR OTHER SECURITIES<br>REPRESENTING SUCH SHARES. |
| --- | --- |
| IV. | APPOINTMENT ON AN INDIVIDUAL BASIS OF EACH MEMBER OF THE BOARD OF DIRECTORS, AS WELL AS THE CHAIRMAN, SECRETARY<br>AND ASSISTANT SECRETARY OF THE BOARD OF DIRECTORS. |
| --- | --- |
| V. | APPOINTMENT ON AN INDIVIDUAL BASIS OF EACH MEMBER OF THE BOARD OF DIRECTORS’ AUDIT COMMITTEE, AS WELL AS<br>THE CHAIR, SECRETARY AND ASSISTANT SECRETARY OF SUCH COMMITTEE. |
| --- | --- |
| VI. | APPOINTMENT ON AN INDIVIDUAL BASIS OF EACH MEMBER OF THE BOARD OF DIRECTORS’ CORPORATE PRACTICES AND<br>FINANCE COMMITTEE, AS WELL AS THE CHAIR, SECRETARY AND ASSISTANT SECRETARY OF SUCH COMMITTEE. |
| --- | --- |
Notice and Agenda – Ordinary Shareholders’ Meeting 2026
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| VII. | APPOINTMENT ON AN INDIVIDUAL BASIS OF EACH MEMBER OF THE BOARD OF DIRECTORS’ SUSTAINABILITY, CLIMATE<br>ACTION, SOCIAL IMPACT, AND DIVERSITY COMMITTEE, AS WELL AS THE CHAIR, SECRETARY AND ASSISTANT SECRETARY OF SUCH COMMITTEE. |
|---|---|
| VIII. | COMPENSATION OF THE MEMBERS OF THE BOARD OF DIRECTORS, OF THE AUDIT, CORPORATE PRACTICES AND FINANCE, AND<br>SUSTAINABILITY, CLIMATE ACTION, SOCIAL IMPACT, AND DIVERSITY COMMITTEES. |
| --- | --- |
| IX. | APPOINTMENT OF THE PERSON OR PERSONS TO FORMALIZE THE RESOLUTIONS ADOPTED AT THE MEETING.<br> |
| --- | --- |
In order to be admitted into the Ordinary Meeting, shareholders must prove their status as such, by submitting to Cemex’s Corporate Secretariat, located at Avenida Ricardo Margáin Zozaya 325, Colonia Valle del Campestre, San Pedro Garza García, Nuevo León, Mexico, at least 48 (forty-eight) hours before the Ordinary Meeting is to be held, the shares under their name or the corresponding certificates of deposit issued by a credit institution or institution for the deposit of securities through a market intermediary operating in accordance with the Mexican Securities Market Law (Ley delMercado de Valores). Additionally, pursuant to Article 14 of Cemex’s Bylaws, the person to whom the documents evidencing the deposit are issued, must also be registered as a shareholder in the Shareholders Registry kept by Cemex, and, if applicable, in the Major Shareholders’ Registry, and must also comply with the measures designed to prevent the acquisition of shares that would directly or indirectly confer significant share ownership of Cemex, pursuant to Articles 7 and 10 of Cemex’s Bylaws. If the provisions of subsections II.- (A) and II.- (B) of the aforementioned Article 7 are not complied with, the holder(s) will not be able to exercise the inherent rights of the shares over which they would have ownership and such shares will be excluded from the determination of the quorum of the Ordinary Meeting; furthermore Cemex will abstain from registering such holder(s) in the Shareholders Registry referred to in the Mexican General Corporations Law (LeyGeneral de Sociedades Mercantiles), and any registry made through the Institute for the Deposit of Securities (Instituto para el Depósito de Valores), if applicable, will not take effect.
The certificates of deposit will be exchanged for admission cards, which shall specify the name of the shareholder and the number of shares such shareholder holds or represents. The deposited shares or the corresponding certificates will be returned upon the Ordinary Meeting’s conclusion in exchange for the admission card issued by Cemex’s Corporate Secretariat. The abovementioned admission cards are required in order to be granted access to the Ordinary Meeting.
In accordance with the Mexican Securities Market Law (Ley del Mercado deValores), the forms for powers of attorney, which can be used by individuals wishing to attend the Ordinary Meeting as representatives of shareholders, as well as the documentation related to each of the items listed in the agenda of the Ordinary Meeting, will be available to market intermediaries and parties who have a recognized interest at the Company’s Corporate Secretariat located at Avenida Ricardo Margáin Zozaya number 325, Colonia Valle del Campestre, San Pedro Garza García, Nuevo León, Mexico.
Notice and Agenda – Ordinary Shareholders’ Meeting 2026
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All Mexican shareholders who have not exchanged their shares for Ordinary Participation Certificates (Certificados de Participación Ordinarios) (CEMEX.CPO), or who do not maintain their shares in an investment account with a financial or securities intermediary, and who are recorded in the Shareholders Registry kept by Cemex, will need to submit their Federal Registry of Taxpayers Certificate (cédula de Registro Federal de Contribuyentes) to attend the Ordinary Meeting. Additionally, for purposes of Article 6 of the Company’s Bylaws, non-Mexican shareholders must identify themselves as such to the Company or to the financial or stock market intermediary with whom they hold their shares.
Capitalized terms used in this notice but not defined herein shall have the meaning assigned to them in the Bylaws of the Company.
Monterrey, Nuevo León, as of February 6, 2026.
| [Signed by Roger Saldaña Madero] |
|---|
| Lic. Roger Saldaña Madero |
| Secretary of the Board of Directors |
Notice and Agenda – Ordinary Shareholders’ Meeting 2026
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EX-2
Exhibit 2
SUPPLEMENTAL INFORMATION TO THE NOTICE AND AGENDA FOR THE ORDINARY
GENERAL SHARHEOLDERS’ MEETING OF CEMEX, S.A.B. DE C.V.^1^
Cemex, S.A.B. de C.V. (“Cemex”) will only schedule an Ordinary General Shareholders’ Meeting?
Yes, the corresponding notice and agenda are solely for the Ordinary General Shareholders’ Meeting of Cemex (the “Ordinary Meeting”) to be held on March 26, 2026. As of February 6, 2026 an Extraordinary General Shareholders’ Meeting of Cemex has not been scheduled.
CEMEX ORDINARY GENERAL SHAREHOLDERS’ MEETING
What is being proposed under item I of the agenda for the Ordinary Meeting?
The discussion and approval of certain reports for the year ended on December 31, 2025, which include the Chief Executive Officer’s (“CEO”) report, including Cemex’s statement of financial position, income statement, statement of cash flows and statement of changes in equity, along with the opinion of the external auditor that, according to Mexican laws, must be submitted to the Ordinary Meeting for approval after the shareholders have been informed of the opinion of Cemex’s Board of Directors with respect to the report presented by the CEO; the report of Cemex’s Board of Directors; the reports of Cemex’s (i) Audit, (ii) Corporate Practices and Finance, and (iii) Sustainability, Climate Action, Social Impact, and Diversity Committees; the report of the accounting and information policies and criteria followed in the preparation of the financial information; and the tax situation report of Cemex, in each case as required in accordance with the applicable laws and Cemex’s bylaws. This proposal is required by applicable laws in Mexico and is standard for companies in Mexico at ordinary general shareholders’ meetings.
The documents described in item I of the agenda of the Ordinary Meeting are expected to be made available on Cemex’s website (www.cemex.com) by no later than February 25, 2026.
| ^1^ | The document contains forward-looking statements and information that are necessarily subject to risks,<br>uncertainties, and assumptions. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions. Cemex assumes no obligation to update or correct the information contained in<br>this document. |
|---|
Supplemental Information to the Notice and Agenda – Ordinary Shareholders’ Meeting 2026
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What is being proposed under item II of the agenda for the Ordinary Meeting?
As it was decreed at the Ordinary General Shareholders’ Meeting held in 2025 and how it is intended to be decreed by amounts to be defined on an annual basis, the approval of a proposal for the allocation of profits for the fiscal year ended December 31, 2025, which includes the declaration of a cash dividend. The aggregate amount of the proposed dividend is USD180 million, which shall be declared in U.S. dollars and is expected to be paid in four installments (the first installment on June 18, 2026, the second installment onSeptember 17, 2026, the third installment on December 16, 2026 and the fourth installment on March 3, 2027). Shareholders holding physical certificates and holders of Cemex’s Ordinary Participation Certificates (“CPOs”) would receive the dividend payment in Mexican pesos, while holders of Cemex’s American Depositary Shares (“ADS”) would receive the dividend payment in U.S. dollars. This proposed measure is required by Mexican law and is standard for corporations in Mexico in ordinary general shareholders’ meetings when a dividend is declared.
The documents described in item II of the agenda of the Ordinary Meeting are expected to be made available on Cemex’s website (www.cemex.com) by no later than February 25, 2026.
What is being proposed under item III of the agenda for the Ordinary Meeting?
Similar to what was discussed and approved in Cemex’s Ordinary General Shareholders Meeting held in 2025**, and as how it is intended to be donegoing forward for amounts to be defined on an annual basis,** this item includes the discussion and approval to set the amount of a fund that would be used for the repurchase of Cemex’s shares or other instruments representing such shares. The share buyback fund being proposed would be of up to U.S. $500 million or its equivalent in Mexican Pesos for the period starting on March 26, 2026, and continuinguntil the next Cemex Ordinary Shareholders Meeting, which is expected to be held no later than April 30, 2027.
In general, the procedures and approvals implemented for the repurchase of Cemex’s shares in previous years, and which were in effect during 2025 and up to this Ordinary Meeting, will continue to be implemented until the date of Cemex’s Ordinary General Shareholders’ Meeting in 2027. In particular, if the proposal is approved, share repurchases with the share buyback fund will be made from time to time at prices and in accordance with procedures permitted by applicable laws, as determined by the Chairman of the Board of Directors, the CEO, or the Executive Vice President of Finance and Administration of Cemex. The approval of the share buyback fund does not obligate Cemex to acquire a specific number of shares, nor does it imply that any repurchases will be carried out. The timing, frequency, and amount of the repurchase activity will depend on various factors such as cash flow levels from operations, cash needs for investment in Cemex’s businesses, Cemex’s stock price, market conditions, and other factors, such as contractual obligations, if any such restrictions were to exist. Cemex may decide not to engage in any buybacks and the use of the share buyback fund may be suspended, modified, or discontinued at any time.
The documents described in item III of the agenda of the Ordinary Meeting are expected to be made available on Cemex’s website (www.cemex.com) by no later than February 25, 2026.
Supplemental Information to the Notice and Agenda – Ordinary Shareholders’ Meeting 2026
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What is being proposed under item IV of the agenda for the Ordinary Meeting?
In accordance with the laws of Mexico, the appointment or, as the case may be, re-election of candidates as members of Cemex’s Board of Directors, as well as the designation of its Chairman, Secretary, and Alternate Secretary. These candidates are proposed individually and not as part of a slate of individuals. This proposal is standard for companies in Mexico at ordinary general shareholders’ meetings. Cemex began proposing candidates for the Board of Directors individually in 2022 and continues to do so for the Ordinary Meeting as part of the corporate governance improvements that were initiated in 2022.
The names, biographies and other additional information of the individuals proposed as members of Cemex’s Board of Directors, as well as its Chairman, Secretary and Alternate Secretary, are expected to be made available on Cemex’s website (www.cemex.com) by no later than February 25, 2026.
What is being proposed under item V of the agenda for the Ordinary Meeting?
The appointment or, as the case may be, re-election of the candidates as members of Cemex’s Board of Directors Audit Committee, as well as the designation of its Chair, Secretary and Alternate Secretary. These candidates are proposed individually and not as part of a slate of individuals. This proposal is standard for companies in Mexico at ordinary general shareholders’ meetings.
The names, biographies and other information of the individuals proposed as members of Cemex’s Board of Directors Audit Committee, as well as its Chair, Secretary and Alternate Secretary, are expected to be made available on Cemex’s website (www.cemex.com) by no later than February 25, 2026.
What is being proposed under item VI of the agenda for the Ordinary Meeting?
The appointment or, as the case may be, re-election of the candidates as members of Cemex’s Board of Directors Corporate Practices and Finance Committee, as well as the designation of its Chair, Secretary and Alternate Secretary. These candidates are proposed individually and not as part of a slate of individuals. This proposal is standard for companies in Mexico at ordinary general shareholders’ meetings. Cemex’s Board of Directors Corporate Practices and Finance Committee also performs the role of a nomination and compensation committee.
The names, biographies and other information of the individuals proposed as members of Cemex’s Board of Directors Corporate Practices and Finance Committee, as well as its Chair, Secretary and Alternate Secretary, are expected to be made available on Cemex’s website (www.cemex.com) by no later than February 25, 2026.
Supplemental Information to the Notice and Agenda – Ordinary Shareholders’ Meeting 2026
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What is being proposed under item VII of the agenda for the Ordinary Meeting?
The appointment or, as the case may be, re-election of the candidates as members of Cemex’s Board of Directors Sustainability, Climate Action, Social Impact, and Diversity Committee, as well as the designation of its Chair, Secretary and Alternate Secretary. These candidates are proposed individually and not as part of a slate of individuals. This proposal is standard for companies in Mexico at ordinary general shareholders’ meetings.
The names, biographies and other information of the individuals proposed as members of Cemex’s Board of Directors Sustainability, Climate Action, Social Impact, and Diversity Committee, as well as its Chair, Secretary and Alternate Secretary, are expected to be made available on Cemex’s website (www.cemex.com) by no later than February 25, 2026.
What is being proposed under item VIII of the agenda for the Ordinary Meeting?
The approval for the proposed remuneration for the members of (i) Cemex’s Board of Directors, (ii) the Audit Committee, (iii) the Corporate Practices and Finance Committee, and (iv) the Sustainability, Climate Action, Social Impact, and Diversity Committee. This proposal is standard for companies in Mexico at ordinary general shareholders’ meetings.
The information described in item VIII of the agenda of the Ordinary Meeting is expected to be made available on Cemex’s website (www.cemex.com) by no later than February 25, 2026.
What is being proposed under item IX of the agenda for the Ordinary Meeting?
The proposal to appoint the person or persons who will formalize the resolutions that are approved during the Ordinary Meeting. This proposal is standard for companies in Mexico at ordinary general shareholders meetings.
The information described in item IX of the agenda of the Ordinary Meeting is expected to be made available on Cemex’s website (www.cemex.com) by no later than February 25, 2026.
GENERAL
Where can I get more information and documentation about Cemex’s Ordinary Meeting?
For more information and documentation you should visit the “Events” section located under the section of “Investors” on Cemex’s website at www.cemex.com. It’s expected that certain useful information for the Ordinary Meeting will be publicly available on Cemex’s website at www.cemex.com by no later than February 25, 2026.
Supplemental Information to the Notice and Agenda – Ordinary Shareholders’ Meeting 2026
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