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 March 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
On March 26, 2026, Cemex, S.A.B. de C.V. (NYSE: CX) (“Cemex” or the “Company”) informed the Mexican Stock Exchange (Bolsa Mexicana de Valores) and the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores) that, at Cemex’s Ordinary General Shareholders’ Meeting held on March 26, 2026 (the “Shareholders’ Meeting”), among other matters, the following was resolved by majority:
| I. | The members of Cemex’s Board of Directors, as well as the members of Cemex’s Board of Directors’ Audit, Corporate Practices and Finance, and Sustainability, Climate Action, Social Impact, and Diversity Committees, were elected as follows: |
BOARD OF DIRECTORS
| ROGELIO ZAMBRANO LOZANO | Non-Independent Director (Criteria: Relevant Executive of the Company) | |
| ARMANDO J. GARCÍA SEGOVIA | Independent Director | |
| FRANCISCO JAVIER FERNÁNDEZ CARBAJAL | Independent Director | |
| DAVID MANUEL MARTÍNEZ GUZMÁN | Independent Director | |
| EVERARDO ELIZONDO ALMAGUER | Independent Director | |
| MARCELO ZAMBRANO LOZANO | Non-Independent Director (Criteria: First degree blood relative of the Executive Chairman of the Board of Directors) | |
| RAMIRO GERARDO VILLARREAL MORALES | Independent Director | |
| GABRIEL JARAMILLO SANINT | Independent Director | |
| ISABEL MARÍA AGUILERA NAVARRO | Independent Director | |
| MARÍA DE LOURDES MELGAR PALACIOS | Independent Director | |
| ISAURO ALFARO ALVAREZ | Independent Director | |
| JULISSA REYNOSO PANTALEÓN | Independent Director | |
Rogelio Zambrano Lozano, Roger Saldaña Madero, and Guillermo Francisco Hernández Morales were elected, respectively, as Executive Chairman, Secretary, and Alternate Secretary of Cemex’s Board of Directors, the latter two not being members of Cemex’s Board of Directors.
AUDIT COMITTEE
RAMIRO GERARDO VILLARREAL MORALES
GABRIEL JARAMILLO SANINT
MARÍA DE LOURDES MELGAR PALACIOS
CORPORATE PRACTICES AND FINANCE COMMITTEE
ISAURO ALFARO ALVAREZ
FRANCISCO JAVIER FERNÁNDEZ CARBAJAL
EVERARDO ELIZONDO ALMAGUER
SUSTAINABILITY, CLIMATE ACTION, SOCIAL IMPACT, AND DIVERSITY COMMITTEE
ISABEL MARÍA AGUILERA NAVARRO
ARMANDO J. GARCÍA SEGOVIA
MARCELO ZAMBRANO LOZANO
JULISSA REYNOSO PANTALEÓN
Ramiro Gerardo Villareal Morales, Isauro Alfaro Alvarez and Isabel María Aguilera Navarro, were appointed as Chairs of the Audit Committee, Corporate Practices and Finance Committee, and Sustainability, Climate Action, Social Impact, and Diversity Committee of Cemex’s Board of Directors, respectively. The Secretary and Alternate Secretary of Cemex’s Board of Directors will act as Secretary and Alternate Secretary of the Audit Committee, Corporate Practices and Finance Committee, and Sustainability, Climate Action, Social Impact, and Diversity Committee of Cemex’s Board of Directors, without forming part of the aforementioned Committees.
| II. | The allocation of profits for the year ended December 31, 2025, which includes the declaration of a cash dividend, will be as follows: |
(amounts in constant millions of Mexican pesos as of December 31, 2025)
| Initial retained earnings: |
$ | 84,603 | ||
| Dividends declared in 2025 |
$ | (2,666 | ) | |
| Fiscal year 2025 earnings: |
$ | 19,834 | ||
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| Earnings subject to distribution: |
$ | 101,771 | ||
| Proposed dividend: |
$ | (3,240 | )* | |
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| Remaining retained earnings: |
$ | 98,531 |
| * | Considering USD $180 million at an exchange rate of MXN $18.0012 per USD $1.00 as of December 31, 2025, according to the report from Mexico’s central bank (Banco de México). This amount will be adjusted to the exchange rate available two business days prior to the payment dates. |
The allocation of profits includes the declaration of a cash dividend of USD $180,000,000.00 (one hundred eighty million dollars 00/100), payable in USD to the holders of American Depositary Shares (“ADS”) and in Mexican pesos at the exchange rate determined by Mexico’s central bank (Banco de México) two business days prior to each payment date to holders of Series A and Series B shares and Ordinary Participation Certificates (“CPO”) of Cemex. The dividend will be paid in four equal installments in USD for all outstanding shares on each payment date. The first installment should be paid starting on June 18, 2026 for coupon 159; the second installment should be paid starting on September 17, 2026 for coupon 160; the third installment should be paid starting on December 16, 2026 for coupon 161; and the fourth and last installment should be paid starting on March 3, 2027 for coupon 162.
| III. | The maximum amount of resources that Cemex may use to purchase its own shares or other securities that represent such shares from the date of the Shareholders’ Meeting and until the date on which the annual ordinary shareholders’ meeting is held in 2027 shall be USD $500,000,000.00 (five hundred million U.S. dollars 00/100) or its equivalent in Mexican pesos. |
Cemex’s Board of Directors is authorized to (i) set the basis on which the purchase and, where appropriate, the sale of said shares or securities representing them would be instructed; (ii) designate the persons authorized to make the decision to acquire or sell them; and (iii) designate those responsible for carrying out the transactions and giving the corresponding notices to the authorities. Cemex’s Board of Directors and/or the representatives or delegates designated from time to time, or the persons responsible for said transactions, will determine in each case whether the purchase is made using stockholders’ equity as long as the shares or securities representing them are owned by Cemex, or, using the share capital, in case it is decided to convert them into unsubscribed shares to be kept in treasury.
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: March 26, 2026 | By: | /s/ Jaime Martínez Merla | ||||
| Name: Jaime Martínez Merla | ||||||
| Title: Chief Comptroller | ||||||