Cemex (CX) begins U.S.$500M share buyback with first MXN$95.8M trade

Rhea-AI Filing Summary

Cemex, S.A.B. de C.V. has begun executing its previously approved share repurchase program of up to U.S.$500 million. On February 10, 2026, Cemex repurchased 4,300,000 Ordinary Participation Certificates (CPOs) at a weighted-average price of MXN$22.2839 per CPO.

The total amount paid for this transaction was MXN$95,820,770.00, approximately U.S.$5,573,989.00 using an exchange rate of MXN$17.1907 to U.S.$1.00 determined by the Central Bank of Mexico. The repurchases were executed through Casa de Bolsa BBVA México, S.A. de C.V. Grupo Financiero BBVA México, and any future buybacks must be disclosed by the end of the next business day under Mexican law.

Insights

Equity capital allocation analyst

Cemex has initiated a large, multi-year share repurchase framework with an initial MXN$95.8 million buyback.

Cemex is operating under a share buyback program allowing repurchases of up to U.S.$500 million, approved at the March 25, 2025 shareholders’ meeting and running until the next ordinary meeting scheduled for March 26, 2026.

The first reported transaction on February 10, 2026 involved 4,300,000 CPOs at MXN$22.2839 per CPO, totaling MXN$95,820,770.00 (approximately U.S.$5,573,989.00). This is a small portion of the authorized amount, so overall impact will depend on the scale and pace of future repurchases.

Cemex has also communicated an intention to seek authorization to use up to another U.S.$500 million for buybacks for the period starting March 26, 2026 through a meeting expected no later than April 30, 2027. Subsequent company filings may provide additional detail on execution.

Form 6-K: How Foreign Companies Report to the SEC →

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

Cemex, S.A.B. de C.V. (“Cemex”) (NYSE: CX) is announcing that on February 10, 2026, it commenced activity under its stock repurchase program (the “Share Buyback Program”) which was approved at Cemex’s general ordinary shareholders’ meeting held on March 25, 2025 (the “2025 AGM”). The Share Buyback Program approved at the 2025 AGM allows Cemex to repurchase up to U.S.$500 million (or its equivalent in Mexican pesos) of Cemex’s shares, or securities representing such shares, until Cemex’s next general ordinary shareholders’ meeting currently scheduled to be held on March 26, 2026 (the “2026 AGM”).

In particular, on February 10, 2026, Cemex repurchased 4,300,000 Cemex Ordinary Participation Certificates (“CPOs”), at a weighted-average price of MXN$22.2839 per CPO. The total monetary amount of CPOs repurchased on February 10, 2026 under the Share Buyback Program, excluding fees and value-added tax, was MXN$95,820,770.00 (approximately U.S.$5,573,989.00 based on an exchange rate of MXN$17.1907 to U.S.$1.00 determined by the Central Bank of Mexico). Cemex engaged Casa de Bolsa BBVA México, S.A. de C.V. Grupo Financiero BBVA México to execute the above referenced repurchases of CPOs.

As had already been recently announced by Cemex on February 5, 2026 and February 6, 2026:

(i) Cemex intends to repurchase up to U.S. $500 million (or its equivalent in Mexican Pesos) of its shares, or other instruments representing such shares, in the next 3 years, subject to the Cemex’s general ordinary shareholders’ meeting approval and other formalities; and

(ii) the Board of Directors of Cemex has already proposed that the 2026 AGM set the amount that would be used for the repurchase of Cemex’s shares, or other instruments representing such shares, at an amount of up to U.S. $500 million (or its equivalent in Mexican Pesos) for the period starting on March 26, 2026, and continuing until the Cemex’s next general ordinary shareholders’ meeting, which is expected to be held no later than April 30, 2027.

In compliance with the laws and regulations of Mexico, any future repurchases of shares or securities representing them by Cemex under the Share Buyback Program will be announced no later than the end of the business day following the date on which such repurchases are made.

###

Except as the context otherwise may require, references in this disclaimer to “Cemex,” “we,” “us,” “our,” or similar expressions refer to Cemex, S.A.B. de C.V. (NYSE: CX; BMV: CEMEX.CPO) and its consolidated entities. The information included in this report contains forward-looking statements within the meaning of applicable securities laws and regulations, including but not limited to Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. We intend these forward-looking statements to be covered by the “safe harbor” provisions for forward-looking statements within the meaning of applicable securities laws and regulations in all jurisdictions where such provisions exist, including but not limited to the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements and information are necessarily subject to risks, uncertainties, and assumptions, including but not limited to statements related to Cemex’s plans, objectives, goals, targets, and expectations (operative, financial or otherwise), and typically can be identified by the use of words such as, but not limited to, “will,” “may,” “assume,” “might,” “should,” “could,” “continue,” “would,” “can,” “consider,” “anticipate,” “estimate,” “expect,” “envision,” “plan,” “believe,” “foresee,” “predict,” “potential,” “target”, “goal,” “strategy,” “intend,” “aimed,” or other forward-looking words. Unless otherwise indicated, these forward-looking statements reflect our expectations and projections about the future based on certain assumptions and on our knowledge of facts and circumstances as of the date such forward-looking statements are made. Although Cemex believes that its expectations are reasonable, it can give no assurance that these expectations will prove to be correct, and actual results, performance and/or achievements may vary, including materially, from historical results, performance and/or achievements or those anticipated by forward-looking statements due to various factors. Among others, such risks, uncertainties, assumptions, and other important factors that could cause results and any estimate, projection and/or guidance presented in this report to differ or fail to materialize, or that otherwise could have an impact on us, include those discussed in Cemex’s most recent annual report and those detailed from time to time in Cemex’s other filings with the U.S. Securities and Exchange Commission (“SEC”), the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores) (“CNBV”) and the Mexican Stock Exchange (Bolsa Mexicana de Valores) (“BMV”), which factors are incorporated herein by reference, including, but not limited to: changes in general economic, political and social conditions, including government shutdowns, new governments or regimes and decisions implemented by such new governments or regimes, changes in laws or regulations in the countries in which we do business, elections, changes in inflation, interest and foreign exchange rates, employment levels, population growth, any slowdown in the flow of remittances into countries where we operate, consumer confidence and the liquidity of the financial and capital markets in Mexico, the United States of America, the European Union (the “EU”), the United Kingdom, or other countries in which we

operate; the cyclical activity of the construction sector and reduced construction activity in our end markets or reduced use in our end markets for our products; our exposure to sectors that impact our and our clients’ businesses, particularly those operating in the commercial and residential construction sectors, and the public and private infrastructure and energy sectors; volatility in pension plan asset values and liabilities, which may require cash or other contributions to the pension plans; changes in spending levels for residential and commercial construction and general infrastructure projects; the availability of short-term credit lines or working capital facilities, which can assist us in connection with market cycles; any impact of not maintaining investment grade debt rating or not obtaining investment grade debt ratings from additional rating agencies on our cost of capital and on the cost of the products and services we purchase; availability of raw materials and related fluctuating prices of raw materials, as well as of goods and services in general, in particular increases in prices of raw materials, goods and services, as a result of inflation, trade barriers, measures imposed by governments or as a result of conflicts between countries that disrupt supply chains; our ability to maintain and expand our distribution network and maintain favorable relationships with third parties who supply us with equipment, services and essential suppliers; competition in the markets in which we offer our products and services; the impact of environmental cleanup costs and other remedial actions, and other environmental, climate and related liabilities relating to existing and/or divested businesses, assets and/or operations; our ability to secure and permit aggregates reserves in strategically located areas in amounts that our operations require to operate or operate in a cost-efficient manner; the timing and amount of federal, state, and local funding for infrastructure; changes in our effective tax rate; our ability to comply with regulations and implement technologies and other initiatives that aim to reduce and/or capture CO2 emissions and comply with related carbon emissions regulations in place in the jurisdictions where we have operations; the legal and regulatory environment, including environmental, climate, trade, energy, tax, antitrust, sanctions, export controls, construction, human rights and labor welfare, and acquisition-related rules and regulations in the countries and regions in which we have operations; the effects of currency fluctuations on our results of operations and financial condition; our ability to satisfy our obligations under our debt agreements, the indentures that govern our outstanding notes, and our other debt instruments and financial obligations, and also regarding our subordinated notes with no fixed maturity and other financial obligations; adverse legalor regulatory proceedings or disputes, such as class actions or enforcement or other proceedings brought by third parties, government and regulatory agencies, including antitrust investigations and claims; our ability to protect our reputation and intellectual property; our ability to consummate asset sales or consummate asset sales in terms favorable to Cemex, fully integrate newly acquired businesses, achieve cost-savings from our cost-reduction initiatives, implement our pricing and commercial initiatives for our products and services, and generally meet our business strategy’s goals; the increasing reliance on information technology infrastructure for our sales, invoicing, procurement, financial statements, and other processes that can adversely affect our sales and operations in the event that the infrastructure does not work as intended, experiences technical difficulties, or is subjected to invasion, disruption, or damage caused by circumstances beyond our control, including cyber-attacks, catastrophic events, power outages, natural disasters, computer system or network failures, or other security breaches; the effects of climate change, in particular reflected in weather conditions, including but not limited to excessive rain and snow, shortage of usable water, wildfires and natural disasters, such as earthquakes, hurricanes, tornadoes and floods, that could affect our facilities or the markets in which we offer our products and services or from where we source our raw materials; trade barriers, including but not limited to tariffs or import taxes, including those imposed by the United States of America to key markets in which we operate, in particular, Mexico and the EU, and changes in existing trade policies or changes to, or withdrawals from, free trade agreements, including the United States-Mexico-Canada Agreement (the “USMCA”), and the overall impact that the imposition or threat of trade barriers may cause on the overall economy of the countries in which we do business or that are part of our global supply chain; availability and cost of trucks, railcars, barges, and ships, terminals, warehouses, as well as their licensed operators, drivers, staff and workers for transport, loading and unloading of our materials or that are otherwise a part of our supply chain; labor shortages and constraints; our ability to hire, effectively compensate and retain our key personnel and maintain satisfactory labor relations; our ability to detect and prevent money laundering, terrorism financing and corruption, as well as other illegal activities and how any measures implemented by governments to detect and prevent money laundering, terrorism financing and corruption, and other illegal activities, affect our customers, suppliers and countries in which we do business in general; defaults, losses or disruptions in agreements, financial transactions or operations resulting from sanctions or restrictions imposed on any financial institution, including but not limited to banks, common representatives, trustees, payment processors, paying agents or other financial intermediaries, or any related parties; terrorist and organized criminal activities, social unrest, as well as geopolitical events, such as global, regional or national instability, hostilities, war, and armed conflicts, including the current war between Russia and Ukraine, conflicts in the Middle East and any insecurity and hostilities in Mexico related to illegal activities or organized crime and any actions any government takes to prevent these illegal activities and organized crime; the impact of pandemics, epidemics, or outbreaks of infectious diseases and the response of governments and other third parties, which could adversely affect, among other matters, the ability of our operating facilities to operate at full or any capacity, supply chains, international operations, availability of liquidity, investor confidence and consumer spending, as well as the availability of, and demand for, our products and services; changes in the economy that affect demand for consumer goods, consequently affecting demand for our products and services; the depth and duration of an economic slowdown or recession, instability in the business landscape and lack of availability of credit; declarations of insolvency or bankruptcy, or becoming subject to similar proceedings; natural disasters and other unforeseen events (including global health hazards such as, for example, COVID-19); and our ability to implement our climate action program in effect at any given time, if any, including our current “Future in Action” climate action program, and to achieve our sustainability goals and objectives in effect at any given time, if any, including under our current “Future in Action” climate action program.

Many factors could cause Cemex’s expectations, expected results, and/or projections expressed in this report not being reached and/or not producing the expected benefits and/or results, as any such benefits or results are subject to uncertainties, costs, performance, and rate of success and/or implementation of technologies, some of which are not yet proven, among other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results, performance and/or achievements may vary materially from historical results, performance, and/or achievements and/or results, performance and/or achievements expressly or implicitly anticipated by the forward-looking statements, or otherwise could have an impact on us. Forward-looking statements should not be considered guarantees of future performance, and past results or developments are not indicative of results or developments in subsequent periods. Actual results, performance and/or achievements of Cemex’s operations and the development of market conditions in which Cemex operates, or other circumstances that may materialize, may differ materially from those described in, or suggested by, the forward-looking statements contained in the information disclosed in this report. Any or all of Cemex’s forward-looking statements may turn out to be inaccurate and the factors identified above are not exhaustive. Accordingly, undue reliance on forward-looking statements should not be placed, as such forward-looking statements speak only as of the dates on which they are made. The forward-looking statements and the information contained in this report are made and stated as of the dates specified in this report and are subject to change without notice;

and, except to the extent legally required, we expressly disclaim, any obligation or undertaking to update or correct the information contained in this report or revise any forward-looking statements in this report, whether to reflect new information, the occurrence of anticipated or unanticipated future events or circumstances, any change in our expectations regarding those forward-looking statements, any change in events, conditions, or circumstances on which any such statement is based, or otherwise. Readers should review future reports filed or furnished by us with the SEC, the CNBV and the BMV.

The information, statements, and opinions contained in this report are for informational purposes only and do not constitute a public offer under any applicable legislation, an offer to sell, or solicitation of any offer to buy any securities or financial instruments, or any advice or recommendation with respect to such securities or other financial instruments. You should not construe any such information or other material as legal, tax, investment, financial, or other advice.

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 11, 2026				By:		/s/ Jaime Martínez Merla
						Name: Jaime Martínez Merla
						Title: Chief Comptroller

FAQ

What share repurchase program did Cemex (CX) activate in February 2026?

Cemex activated a share repurchase program allowing buybacks of up to U.S.$500 million of its shares or instruments representing them. This authorization runs until its next general ordinary shareholders’ meeting, currently scheduled for March 26, 2026, subject to applicable Mexican corporate formalities.

How many Cemex CPOs were repurchased on February 10, 2026?

On February 10, 2026, Cemex repurchased 4,300,000 Ordinary Participation Certificates (CPOs). These were acquired at a weighted-average price of MXN$22.2839 per CPO as part of its approved U.S.$500 million share buyback program, representing the first reported use of that authorization.

What was the total amount paid by Cemex for the February 10, 2026 repurchase?

Cemex paid a total of MXN$95,820,770.00 for the February 10, 2026 CPO repurchase, excluding fees and value-added tax. This amount is approximately U.S.$5,573,989.00, based on an exchange rate of MXN$17.1907 to U.S.$1.00 determined by the Central Bank of Mexico.

Which broker executed Cemex’s February 10, 2026 CPO repurchases?

The February 10, 2026 repurchases of Cemex CPOs were executed by Casa de Bolsa BBVA México, S.A. de C.V. Grupo Financiero BBVA México. This firm conducted the buyback transactions in the market under Cemex’s authorized U.S.$500 million share repurchase program.

What future share repurchase intentions has Cemex (CX) communicated?

Cemex has stated it intends to repurchase up to U.S.$500 million of its shares, or instruments representing them, over the next three years, subject to shareholder approval and other formalities. Its board has proposed that the 2026 meeting set a new up to U.S.$500 million repurchase amount.

How and when will Cemex disclose future repurchases under its buyback program?

Under Mexican law, Cemex must announce any future repurchases of shares or related securities under its buyback program no later than the end of the business day following each transaction. This requirement provides timely public information about ongoing executions of the authorized program.