Cemex (NYSE: CX) completes MXN 5.5B long-term notes offering

Rhea-AI Filing Summary

Cemex, S.A.B. de C.V. reported that it closed a previously announced offering of $5.5 billion Mexican pesos (approximately US$320 million) in long-term notes on February 19, 2026. These notes are Mexican certificados bursátiles de largo plazo.

Cemex intends to use the net proceeds for general corporate purposes, including debt repayment. The notes and their guarantees are not registered under the U.S. Securities Act and are not being offered or sold in the United States, Canada, the European Economic Area, or the United Kingdom.

Insights

Credit and capital structure analyst

Cemex raises MXN 5.5B via long-term notes mainly for debt repayment.

Cemex has completed an offering of long-term notes totaling $5.5 billion Mexican pesos (about US$320 million). The company states that net proceeds are earmarked for general corporate purposes, including debt repayment, which suggests a focus on managing its liability profile.

The notes are issued under exemptions from registration, with explicit restrictions on offers and sales in the United States, Canada, the European Economic Area, and the United Kingdom. This highlights a targeted investor base in permitted jurisdictions and reliance on local and international private-market funding channels.

The communication contains extensive forward-looking statement disclaimers and a detailed list of potential risk factors that could affect results. Future filings with the SEC, CNBV, and BMV are identified as key sources for updates on how this new debt fits into Cemex’s broader financing and deleveraging strategy.

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) announces that, on February 19, 2026, it successfully closed its previously announced offering of $5.5 billion Mexican pesos (approximately US$320 million) of its long-term notes (certificados bursátiles de largo plazo) (the “Notes”). Cemex intends to use the net proceeds for general corporate purposes, including, but not limited to, debt repayment.

This communication does not constitute an offer to acquire, nor a solicitation of an offer to sell or purchase any securities of Cemex in any transaction.

The Notes and their guarantees have not been, and will not be, registered under the provisions of the United States Securities Act of 1933, as amended (the “Securities Act”) or any state securities law, and they are not intended to and may not be offered or sold in the United States of America.

This communication does not constitute an offer to sell or a solicitation of an offer to buy or an advertisement regarding the Notes in any province or territory of Canada.

The Notes are not intended to and may not be offered, sold, distributed, or otherwise made available to any investor in the European Economic Area.

The Notes are not intended to and may not be offered, sold, distributed or otherwise made available to any investor in the United Kingdom.

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Except as the context otherwise may require, references in this communication to “we,” “us,” “our,” or similar expressions refer to Cemex, S.A.B. de C.V. (“Cemex”) (NYSE: CX; BMV: CEMEX.CPO) and its consolidated entities. The information included in this communication 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 our 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 we believe that our expectations are reasonable, we 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 communication to differ or fail to materialize, or that otherwise could have an impact on us, include those discussed in our most recent annual report and those detailed from time to time in our 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 legal or 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 us, 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 our expectations, expected results, and/or projections expressed in this communication 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 our operations and the development of market conditions in which we operate, 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 communication. Any or all of our 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 communication are made and stated as of the dates specified in this communication 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 communication or revise any forward-looking statements in this communication, 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. There can be no assurance that the transactions described herein will be consummated or as to the ultimate terms of any such transactions.

The information, statements, and opinions contained in this communication 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 19, 2026				By:		/s/ Jaime Martínez Merla
						Name: Jaime Martínez Merla
						Title: Chief Comptroller

FAQ

What financing transaction did Cemex (CX) complete in February 2026?

Cemex completed an offering of long-term notes totaling $5.5 billion Mexican pesos (about US$320 million) on February 19, 2026. These are Mexican certificados bursátiles de largo plazo issued for general corporate purposes, including potential debt repayment.

How much did Cemex (CX) raise in its latest long-term notes offering?

Cemex raised $5.5 billion Mexican pesos, approximately US$320 million, through a long-term notes offering. The company characterizes these securities as certificados bursátiles de largo plazo and plans to allocate the net proceeds to general corporate purposes, including repaying existing debt.

What will Cemex (CX) use the MXN 5.5 billion notes proceeds for?

Cemex intends to use the net proceeds from the $5.5 billion Mexican pesos notes for general corporate purposes. This includes, but is not limited to, debt repayment, indicating that part of the funds may support balance sheet management and refinancing activities.

Are Cemex’s new notes offered or sold in the United States or Europe?

Cemex’s notes and their guarantees are not registered under the U.S. Securities Act and are not intended to be offered or sold in the United States. They are also not intended to be offered, sold, distributed, or made available to investors in Canada, the European Economic Area, or the United Kingdom.

Do Cemex’s long-term notes constitute a public offer of securities?

The communication explicitly states it does not constitute an offer to sell or a solicitation to buy any securities. It clarifies that information is for informational purposes only and should not be treated as legal, tax, investment, financial, or other advice regarding Cemex’s notes.

What risks and uncertainties does Cemex highlight around its outlook?

Cemex’s communication includes extensive forward-looking statement language, noting risks from economic conditions, construction demand, raw material costs, regulation, climate and environmental issues, financing, legal proceedings, trade barriers, and geopolitical events. These factors could cause actual results to differ materially from expectations.