Cemex (NYSE: CX) approves $180M dividend, renews board and committee leadership

Rhea-AI Filing Summary

Cemex, S.A.B. de C.V. reports decisions from its Ordinary General Shareholders’ Meeting, including board and committee appointments and a new dividend allocation. The board consists of a majority of independent directors, with Rogelio Zambrano Lozano confirmed as Executive Chairman and new Secretary and Alternate Secretary named.

The meeting approved profit allocation based on retained earnings of $84,603 million and 2025 earnings of $19,834 million, resulting in remaining retained earnings of $98,531 million, all in constant Mexican pesos as of December 31, 2025. A cash dividend of USD $180,000,000.00 will be paid in four equal installments to ADS, Series A, Series B and CPO holders.

The installments are scheduled to start on June 18, 2026, September 17, 2026, December 16, 2026, and March 3, 2027, with peso payments converted at the Banco de México exchange rate two business days before each date. The board is also authorized to set terms and designate responsible persons for Cemex’s purchases and sales of its own shares or securities representing them, deciding in each case whether transactions use stockholders’ equity or share capital.

Insights

Equity & Governance Analyst

Cemex combines a sizable dividend with refreshed board and committee mandates.

Cemex approved allocation of profits that supports a cash dividend of USD $180,000,000.00, paid in four equal installments between June 2026 and March 2027. The profit table, in constant Mexican pesos as of December 31, 2025, shows remaining retained earnings of $98,531 million after this distribution.

The board composition emphasizes independence, with non-independent members limited and clear committee leadership: Ramiro Gerardo Villarreal Morales (Audit), Isauro Alfaro Alvarez (Corporate Practices and Finance), and Isabel María Aguilera Navarro (Sustainability, Climate Action, Social Impact, and Diversity). This structure may support oversight of financial reporting, related-party dealings, and sustainability priorities.

The board also receives explicit authority over share transactions, including setting terms and designating decision-makers for purchases and sales of Cemex stock or related securities. Actual impact on capital structure and trading liquidity will depend on future decisions under this authorization, which are not detailed here.

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
Earnings subject to distribution:		$	101,771
Proposed dividend:		$	(3,240	)*
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

FAQ

What dividend did Cemex (CX) approve at the March 2026 shareholders’ meeting?

Cemex approved a cash dividend of USD $180,000,000.00. It will be paid in four equal installments to ADS, Series A, Series B and CPO holders, with Mexican peso amounts converted using Banco de México’s exchange rate before each payment date.

When will Cemex (CX) pay the approved USD $180 million dividend?

Cemex will pay the dividend in four equal installments starting June 18, 2026, then September 17, 2026, December 16, 2026, and March 3, 2027. Each date corresponds to coupons 159, 160, 161 and 162, respectively.

How did Cemex’s retained earnings support the 2025 profit allocation and dividend?

Cemex started with initial retained earnings of $84,603 million and fiscal year 2025 earnings of $19,834 million, all in constant Mexican pesos. After prior 2025 dividends and the proposed $3,240 million dividend, remaining retained earnings are $98,531 million.

What changes were made to Cemex’s board and senior board roles in March 2026?

Cemex confirmed a board dominated by independent directors and named Rogelio Zambrano Lozano as Executive Chairman. Roger Saldaña Madero and Guillermo Francisco Hernández Morales were elected Secretary and Alternate Secretary, respectively, although they are not board members.

Who chairs Cemex’s key board committees after the March 2026 meeting?

The meeting appointed Ramiro Gerardo Villarreal Morales as Audit Committee Chair, Isauro Alfaro Alvarez as Corporate Practices and Finance Committee Chair, and Isabel María Aguilera Navarro as Chair of the Sustainability, Climate Action, Social Impact, and Diversity Committee.

What authority did Cemex’s board receive regarding share buybacks and sales?

The board is authorized to set terms and designate persons to instruct purchases and, where appropriate, sales of Cemex shares or securities representing them. It can decide case by case whether transactions use stockholders’ equity or share capital, including holding unsubscribed treasury shares.