[6-K] CEMENTOS PACASMAYO SAA Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Cementos Pacasmayo S.A.A. reports that the majority shareholders of Inversiones ASPI S.A. and Holcim Ltd. have signed a share purchase agreement for 99.99% of Inversiones ASPI, which owns 50.01% of Cementos Pacasmayo’s share capital. The agreement is subject to conditions precedent and regulatory approvals.

The company states that the Transaction reflects a valuation of S/5,100 MM, calculated at nine times EBITDA for the twelve months ended September 2025, described as a historic record for the company and providing high profitability for shareholders with a significant premium over the current market capitalization. Execution and closing depend on approvals, including authorization from INDECOPI, which are estimated for the first half of 2026, and no transfer of Inversiones ASPI shares to the Holcim group has yet occurred.

Insights

M&A and Latin American equity analyst

Holcim agreed to buy Cementos Pacasmayo’s controlling holding company at a record valuation and premium, pending regulatory approvals.

The disclosure describes a share purchase agreement where majority shareholders of Inversiones ASPI S.A. will sell 99.99% of its shares to Holcim Ltd.. Inversiones ASPI owns 50.01% of Cementos Pacasmayo, so this deal effectively shifts control of the company’s main shareholder to the Holcim Group, subject to conditions precedent.

The company highlights a valuation of S/5,100 MM, based on a multiple of nine times EBITDA for the twelve months ended September 2025, calling this a historic record and noting a significant premium over the current market capitalization. If completed on these terms, that premium and multiple would be economically favorable for existing shareholders compared with the prevailing market value.

The transaction still depends on regulatory approvals, including authorization from INDECOPI under Law No. 31112, which are estimated for the first half of 2026, as well as other conditions precedent in the agreement. Actual impact will hinge on these approvals and the eventual closing, as the company confirms that no transfer of Inversiones ASPI shares to Holcim or its affiliates has yet taken place.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15b-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2025

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 office)

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 ☐

In accordance with the provisions of Article 30 of the Consolidated Text of the Securities Market Law, approved by Supreme Decree No. 020-2023-EF (the “Law”), and the Regulation on Material Events and Confidential Information, approved by SMV Resolution No. 005-2014-SMV/01 (the “Regulation”), we hereby announce that, according to the information we have received, the majority shareholders of Inversiones ASPI S.A., and Holcim Ltd. have entered into a Share Purchase Agreement, subject to certain conditions precedent. This is an agreement for the sale of 99.99% of the shares of Inversiones ASPI S.A., a holding company of the Hochschild Group, which owns 50.01% of the share capital of Cementos Pacasmayo S.A.A. (the “Company”), in favor of the Swiss corporation Holcim Ltd. (the “Holcim Group”), under the terms and conditions set forth in said contract (the “Transaction”).

According to the press release prepared by the Company, which will be published shortly, the valuation of S/5,100 MM was made at a multiple of nine times EBITDA, based on the twelve-month period ending in September 2025, which marked a historic record for the Company. This transaction provides high profitability for shareholders, as it offers a significant premium over the Company’s current market capitalization.

The execution and closing of the Transaction are subject to obtaining the corresponding regulatory approvals, which we estimate will be obtained during the first half of 2026, as well as compliance with certain conditions precedent established in the share purchase agreement, including the prior authorization of the National Institute for the Defense of Competition and the Protection of Intellectual Property (INDECOPI), in accordance with the provisions of Law No. 31112 and its regulations.

In this regard, we wish to clarify that, as of the date of this communication, the transfer of ownership of the shares representing the share capital of Inversiones ASPI S.A. to the Holcim Group or any of its affiliates has not yet taken place. This will be duly communicated to the market when it occurs, in accordance with the Law and the Regulations.

Finally, we inform you that Cementos Pacasmayo S.A.A. will continue to report to the market all information that qualifies as a Material Event, in a timely manner and in accordance with applicable regulations.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CEMENTOS PACASMAYO S.A.A.

By:	/s/ DIEGO RODA LYNCH
Name:	Diego Roda Lynch
Title:	Alternate Stock Market Representative
Date:	December 16, 2025

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