Cemex issues $1.5B 5.750% notes due 2036

Cemex, S.A.B. de C.V. issued $1,500,000,000 of 5.750% Senior Notes due 2036 in an underwritten public offering.

Rhea-AI Filing Summary

Cemex, S.A.B. de C.V. issued $1,500,000,000 of 5.750% Senior Notes due 2036 in an underwritten public offering. The notes are senior unsecured obligations, fully and unconditionally guaranteed by Cemex Corp.

Cemex may redeem the notes before March 5, 2036 at a make-whole price and at 100% of principal plus accrued interest on or after that date. Holders also receive protection through a Change of Control Triggering Event clause, requiring Cemex to offer to repurchase notes at 101% of principal plus accrued interest. Cemex expects to use net proceeds for general corporate purposes, including possible repayment of existing indebtedness and credit facilities.

Insights

Corporate credit strategist

Cemex adds $1.5B long-dated debt at 5.750%, with standard investor protections.

Cemex issued $1,500,000,000 in Senior Notes due 2036 at a fixed coupon of 5.750%. The notes are senior unsecured and fully guaranteed by Cemex Corp, aligning them with the group’s core capital structure.

The documentation includes a Change of Control Triggering Event put at 101% of principal and tax gross-up related redemption rights, which are typical protections in international bonds. Callability before and after the Par Call Date gives Cemex flexibility to refinance if conditions improve.

Cemex plans to use proceeds for general corporate purposes, including potential repayment of existing facilities. The net impact on leverage and interest expense will depend on how much higher-cost or shorter-maturity debt is refinanced with this longer-dated funding.

Key Figures

Senior Notes principal: $1,500,000,000 Coupon rate: 5.750% Maturity year: 2036 +3 more

6 metrics

Senior Notes principal $1,500,000,000 5.750% Senior Notes due 2036 issued in offering

Coupon rate 5.750% Interest rate on Senior Notes due 2036

Maturity year 2036 Final maturity of Senior Notes

Change of control put price 101% of principal Repurchase price upon Change of Control Triggering Event

Redemption price after Par Call Date 100% of principal Call price plus accrued interest on or after March 5, 2036

Minimum denomination for CoC offer $1,000 Integral multiples in which holders may tender notes

Key Terms

Senior Notes, Underwriting Agreement, Indenture, First Supplemental Indenture, +2 more

6 terms

Senior Notes financial

"it issued $1,500,000,000 of its 5.750% Senior Notes due 2036"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

Underwriting Agreement financial

"pursuant to an underwriting agreement (the “Underwriting Agreement”), dated June 2, 2026"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

Indenture regulatory

"The Notes were issued pursuant to an indenture, dated as of June 5, 2026"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

First Supplemental Indenture regulatory

"as supplemented by the first supplemental indenture, dated as of June 5, 2026"

Change of Control Triggering Event financial

"If a Change of Control Triggering Event (as defined in the First Supplemental Indenture) occurs"

A change of control triggering event is a corporate transaction or shift—such as a merger, sale of a majority of shares, or a new party gaining board control—that automatically activates specific contractual rights or penalties. Investors care because these triggers can accelerate debt repayment, alter executive compensation, terminate agreements, or prompt buyouts, and those outcomes can materially affect a company’s value, cash flow and stock price like a sudden change in who runs or owns a household.

Par Call Date financial

"prior to March 5, 2036 (the “Par Call Date”) at a redemption price"

The par call date is the specific time when a company can choose to pay back a bond or debt in full at its original value, known as the face amount or par value. It matters to investors because it indicates when the issuer might repay the debt early, potentially affecting investment plans or expected income. Think of it like a fixed date when a loan can be fully settled, giving investors clarity on when they might get their money back.

FAQ

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

What type of securities did Cemex (CX) issue in this 6-K?

Cemex issued senior unsecured debt. The company sold $1,500,000,000 of 5.750% Senior Notes due 2036, fully and unconditionally guaranteed on a senior unsecured basis by Cemex Corp as note guarantor.

What is the coupon and maturity of Cemex’s new 2036 Senior Notes?

The notes carry a fixed 5.750% coupon and mature in 2036. Investors receive interest at this rate until maturity, subject to any early redemption or repurchase under the terms described in the indenture.

How much did Cemex (CX) raise in its 5.750% Senior Notes offering?

Cemex raised $1,500,000,000 in principal amount. The issuance was completed through an underwritten public offering, with several major investment banks acting as representatives of the underwriters.

Can Cemex redeem the 5.750% Senior Notes before 2036?

Yes. Cemex may redeem the notes before March 5, 2036 at a make-whole price, and on or after that Par Call Date at 100% of principal plus accrued and unpaid interest to the redemption date.

What protections do holders of Cemex’s 2036 Senior Notes have on change of control?

If a Change of Control Triggering Event occurs, Cemex must offer to buy each holder’s notes, in $1,000 increments, at 101% of principal plus accrued and unpaid interest, as set out in the First Supplemental Indenture.

How does Cemex intend to use proceeds from the $1.5 billion notes issuance?

Cemex expects to use the net proceeds for general corporate purposes. This may include repaying indebtedness and other financial obligations, such as outstanding borrowings under certain existing credit facilities.

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

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Accepted by SEC EDGAR 06/05/2026 - 04:15 PM Learn about SEC filing dates

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 June 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, Mexico

(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 ☐

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): ☐

Senior Notes Offering

Cemex, S.A.B. de C.V. (“Cemex”) (NYSE: CX) announced that today it issued $1,500,000,000 of its 5.750% Senior Notes due 2036 (the “Notes”) in an underwritten public offering (the “Offering”) pursuant to an underwriting agreement (the “Underwriting Agreement”), dated June 2, 2026, among Cemex and BofA Securities, Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC and SMBC Nikko Securities America, Inc., as representatives of the several underwriters named therein.

The Notes were issued pursuant to an indenture, dated as of June 5, 2026 (the “Base Indenture”), between Cemex and The Bank of New York Mellon, as trustee (in such capacity, the “Trustee”), as supplemented by the first supplemental indenture, dated as of June 5, 2026 among Cemex, Cemex Corp., as note guarantor (the “Guarantor”), and the Trustee (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).

The Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Guarantor.

Cemex may, at its option, redeem the Notes, in whole or in part, at any time and from time to time prior to March 5, 2036 (the “Par Call Date”) at a redemption price equal to the greater of:

(a) 100% of the principal amount of such Notes, and

(b) (i) the sum of the present value of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable treasury rate plus 25 basis points less (ii) interest accrued to the date of redemption, plus, in either case, any accrued and unpaid interest on the principal amount of the Notes, if any, to, but not including, the date of redemption.

At any time after the Par Call Date, Cemex may, at its option, redeem the Notes, in whole or in part, at any time and from time to time at a redemption price equal to 100% of the principal amount of such Notes plus any accrued and unpaid interest on the principal amount of the Notes, if any, to, but not including, the date of redemption. In addition, in the event of certain changes in the applicable rate of withholding taxes on interest (or amounts deemed interest), Cemex may redeem the Notes, in whole but not in part, at a price equal to 100% of the principal amount of such Notes plus accrued and unpaid interest and any additional amounts thereon to, but excluding, the redemption date.

If a Change of Control Triggering Event (as defined in the First Supplemental Indenture) occurs, Cemex shall offer to purchase all or a portion (in integral multiples of $1,000) of each holder’s Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon to, but not including, the date of purchase, on the terms and conditions set forth in the Indenture.

The Indenture contains customary events of default.

Cemex expects to use the net proceeds from the sale of the Notes for general corporate purposes, which may include the repayment of indebtedness and other financial obligations (including repayment of all or a portion of the outstanding borrowings under certain of its existing credit facilities).

The foregoing summary is qualified in its entirety by reference to the text of (i) the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and incorporated herein by reference, (ii) the Base Indenture, a copy of which is filed herewith as Exhibit 4.1 and incorporated herein by reference, (iii) the First Supplemental Indenture, a copy of which is filed herewith as Exhibit 4.2 and incorporated herein by reference, and (iv) the Form of the 5.750% Senior Notes due 2036, a copy of which is filed herewith as Exhibit 4.3 and incorporated herein by reference.

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: June 5, 2026
		By:		/s/ Jaime Martínez Merla
				Name: Jaime Martínez Merla
				Title: Chief Comptroller

EXHIBIT INDEX

EXHIBIT NO.		DESCRIPTION
1.1		Underwriting Agreement, dated as of June  2, 2026, among Cemex, S.A.B. de C.V. and BofA Securities, Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC and SMBC Nikko Securities America, Inc.
4.1		Base Indenture, dated as of June 5, 2026, between Cemex, S.A.B. de C.V., as issuer, and The Bank of New York Mellon, as trustee.
4.2		First Supplemental Indenture, dated as of June 5, 2026, among Cemex, S.A.B. de C.V., as issuer, Cemex Corp., as guarantor, and The Bank of New York Mellon, as trustee.
4.3		Form of 5.750% Senior Notes due 2036 (included in Exhibit 4.2).
5.1		Opinion of Roger Saldaña Madero.
5.2		Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
23.1		Consent of Roger Saldaña Madero (included in Exhibit 5.1).
23.2		Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2).

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-1.1 EX-1.1 198.6 KB
• EX-4.1 EX-4.1 416.2 KB
• EX-4.2 EX-4.2 251.9 KB
• EX-5.1 EX-5.1 29.3 KB
• EX-5.2 EX-5.2 36.2 KB