Cementos Pacasmayo: Holcim reports 50.01% stake

The SMV granted an exemption and received a valuation report, while Inversiones had not launched the tender offer as of the amendment.

Rhea-AI Filing Summary

Cementos Pacasmayo SAA’s amended ownership disclosure reports that Inversiones ASPI S.A. and Holcim Ltd. each beneficially own 211,985,547 common shares, or 50.01% of the class. The ownership calculation is based on 423,868,449 common shares outstanding as of October 15, 2026.

Under the Purchase Agreement, Holcim had agreed to launch and complete a public tender offer for at least an additional 24.99% of the common shares; its Executive Committee determined on June 15, 2026 that the offer would cover any and all issued and outstanding shares. On October 14, 2026, Peru’s Securities Market Superintendency granted an exemption allowing Inversiones to conduct the offer, and MSRA S.A.C. submitted its valuation report to the regulator. Inversiones intends to make the offer for any and all issued and outstanding common shares, including those represented by American Depositary Shares, each representing five common shares. The offer had not launched as of the date hereof.

Key Figures

Beneficial ownership per reporting person: 211,985,547 common shares each Ownership of class: 50.01% Common shares outstanding: 423,868,449 common shares +2 more

5 metrics

Beneficial ownership per reporting person 211,985,547 common shares each Inversiones ASPI S.A. and Holcim Ltd.

Ownership of class 50.01% Reported by each reporting person

Common shares outstanding 423,868,449 common shares As of October 15, 2026

Contractual minimum tender offer At least an additional 24.99% of common shares Under the Purchase Agreement

Common shares represented by each American Depositary Share 5 common shares As stated for the planned tender offer

Key Terms

Public Tender Offer, valuation entity, American Depositary Shares, beneficially owned

4 terms

Public Tender Offer regulatory

"conduct the Public Tender Offer for any and all"

A public tender offer is a formal, public proposal by an individual or company to buy a specified number of shares from existing shareholders at a stated price and within a fixed time window. Like someone offering to buy neighbors’ houses at a set price, it can change who controls the company, influence the market price of the stock, and gives shareholders a clear, time-limited chance to sell their shares under the offered terms.

valuation entity regulatory

"appoint a valuation entity to determine the minimum price"

American Depositary Shares financial

"including Common Shares represented by American Depositary Shares"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many CPAC shares do Inversiones ASPI and Holcim beneficially own?

Inversiones ASPI S.A. and Holcim Ltd. each report beneficial ownership of 211,985,547 Cementos Pacasmayo common shares, or 50.01% of the class. The ownership calculation uses 423,868,449 common shares outstanding as of October 15, 2026.

Will the CPAC tender offer include American Depositary Shares?

Inversiones intends to include common shares represented by American Depositary Shares in the offer. Each American Depositary Share represents five common shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/16/2026 - 09:07 AM EDT Accepted by SEC EDGAR 10/16/2026 - 09:07 AM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

CEMENTOS PACASMAYO SAA

(Name of Issuer)

Common Shares, par value S/1.00 per share

(Title of Class of Securities)

15126Q109

(CUSIP Number)

Paul K. Humphreys, Esq.
Freshfields US LLP, 3 World Trade Center, 175 Greenwich Street
New York, NY, 10007
(212) 277-4000

Michael A. Levitt, Esq.
Freshfields US LLP, 3 World Trade Center, 175 Greenwich Street
New York, NY, 10007
(212) 277-4000

Jeremy Barr, Esq.
Freshfields US LLP, 3 World Trade Center, 175 Greenwich Street
New York, NY, 10007
(212) 277-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/14/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 15126Q109

1

Name of reporting person

Inversiones ASPI S.A.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

PERU

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 211,985,547.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 211,985,547.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

211,985,547.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

50.01 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

All calculations of percentage ownership in this Schedule 13D with respect to the Reporting Persons are based upon a total of 423,868,449 common shares, par value S/1.00 per share (the "Common Shares"), of Cementos Pacasmayo S.A.A., a publicly held corporation (sociedad anonima abierta) organized under the laws of Peru (the "Company"), outstanding as of October 15, 2026, as disclosed on the Company's website on such date.

SCHEDULE 13D

CUSIP Number(s): 15126Q109

1

Name of reporting person

HOLCIM LTD.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SWITZERLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 211,985,547.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 211,985,547.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

211,985,547.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

50.01 %

14

Type of Reporting Person (See Instructions)

CO, HC

Comment for Type of Reporting Person:

All calculations of percentage ownership in this Schedule 13D with respect to the Reporting Persons are based upon a total of 423,868,449 Common Shares of the Company outstanding as of October 15, 2026, as disclosed on the Company's website on such date.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, par value S/1.00 per share
(b)	Name of Issuer: CEMENTOS PACASMAYO SAA
(c)	Address of Issuer's Principal Executive Offices: Calle La Colonia 150, Urbanizacion El Vivero Surco, Lima, PERU , 00000.
Item 1 Comment: This Amendment No. 2 ("Amendment No. 2") supplements and amends the Schedule 13D filed on April 4, 2026 (the "Original Schedule 13D") as amended by Amendment No. 1 thereto filed on June 17, 2026 ("Amendment No. 1" and, together with the Original Schedule 13D, the "Schedule 13D") which relates to the Common Shares of the Company. Unless specifically amended hereby, the disclosures set forth in the Schedule 13D remain unchanged. Capitalized terms used but not otherwise defined herein have the meanings given to them in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended by restating the third paragraph under the heading "Share Purchase Agreement" as follows: Under the terms of the Purchase Agreement and based on Peruvian law, Holcim agreed to launch and complete a public tender offer for at least an additional 24.99% of the Common Shares within the timeframe permitted under Peruvian law (the "Public Tender Offer"). Within ten (10) Peruvian business days following the closing of the Inversiones Acquisition, Holcim was required to request that the Securities Market Superintendency (the "SMV") appoint a valuation entity to determine the minimum price Holcim may offer for the Common Shares in the Public Tender Offer. On June 15, 2026, Holcim's Executive Committee determined that the Public Tender Offer would be made for any and all of the issued and outstanding Common Shares. On October 14, 2026, as requested by Holcim and pursuant to Oficio No. 5172-2026-SMV/11.1, the SMV granted an exemption to Holcim to allow the Public Tender Offer to be conducted by Inversiones. Also on October 14, 2026, MSRA S.A.C. submitted its valuation report with respect to the Public Tender Offer to the SMV. Inversiones intends to conduct the Public Tender Offer for any and all of the issued and outstanding Common Shares, including Common Shares represented by American Depositary Shares (each of which represents five Common Shares), in accordance with U.S. and Peruvian law and in accordance with the terms of the Purchase Agreement. As of the date hereof, Inversiones has not launched the Public Tender Offer.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Inversiones ASPI S.A.

Signature:	/s/ Sara Jimenez Fandino
Name/Title:	Sara Jimenez Fandino / Director
Date:	10/16/2026

Signature:	/s/ Norberto German Ledea
Name/Title:	Norberto German Ledea / Director
Date:	10/16/2026

HOLCIM LTD.

Signature:	/s/ Markus Unternahrer
Name/Title:	Markus Unternahrer / Group Head of Treasury and Tax
Date:	10/16/2026

Signature:	/s/ Lukas Studer
Name/Title:	Lukas Studer / Group General Counsel
Date:	10/16/2026