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Pursuing Excellence
In 2025, we underwent a significant operational and strategic transformation, delivering strong results despite a complex global environment marked by geopolitical shifts, trade policy adjustments and persistent macroeconomic headwinds. Under the leadership of our new Chief Executive Officer and a renewed senior management team, we shifted our focus to operational excellence, increasing free cash flow and enhancing shareholder returns. To achieve these renewed priorities, we launched “Project Cutting Edge,” a comprehensive initiative focused on reducing costs, pursuing operational excellence and improving profitability. As part of our transformation, we reconfigured our organizational structure to simplify decision-making and grant greater operational authority to our regional teams. This decentralized approach, coupled with in-depth business performance reviews across all operating regions, is designed to instill an ownership mentality throughout the organization and focus on accountability in an effort to improve results. We also established new criteria for capital allocation, prioritizing investments with a goal of increasing free cash flow and improving contribution margins. Among other results, Project Cutting Edge generated approximately $200 million in recurring savings during the year, with targeted cumulative savings of $400 million by 2027. These results reflect the discipline and commitment of our employees worldwide.
For the year ended December 31, 2025, we had revenues of $16,132 million, remaining stable compared to 2024. Throughout 2025, we continued to strengthen our financial position and our leverage ratio, which, as calculated under the Credit Agreements, was 1.63x as of December 31, 2025. We also continued executing our portfolio rebalancing strategy, completing the divestment of our operations in the Dominican Republic and most of our operations in Panama. A portion of the proceeds from the divestment of our Panama operations was deployed toward the acquisition of a majority stake in Couch Aggregates, LLC (“Couch”) in the United States, reinforcing our growth strategy in a market we believe offers strong long-term potential and higher returns. We also continued delivering on our progressive shareholder return program with a cash dividend of $130 million declared in 2025, compared to the $120 million declared in 2024.
In 2025, we continued advancing our current “Future in Action” climate action and nature program, with a renewed focus on profitable decarbonization. Our operations in Europe achieved the net CO2 emissions target for 2030 established by the European Cement Association and we further optimized our fuel mix and reduced our clinker factor through innovations such as micronization and greater use of alternative cementitious materials and additives.
Beyond our financial and operational results, we maintained our strong commitment to health and safety. In 2025, our employee Lost Time Injury (“LTI”) Frequency Rate improved to 0.3, with approximately 97% of our plants and facilities recording zero incidents, positioning us as one of the global industry leaders. We remain committed to our goal of achieving zero incidents across all operations. We look forward to continuing the transformation of our Company, building on the strong foundation established this year, with a clear focus on operational excellence, disciplined capital allocation and the generation of greater returns for our shareholders.
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As required pursuant to the laws of Mexico, the following is a description of our debt securities listed in Mexico:
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INFORMATION ABOUT THE LONG-TERM NOTES (CERTIFICADOS BURSÁTILES A TASA VARIABLE)
(“Long-Term Notes 1”) ISSUED BY CEMEX, S.A.B. DE C.V.
AS OF DECEMBER 31, 2025
Amount of the Issuance of Original Long-Term Notes 1: Ps 1,000,000,000.00.
Amount of the Issuance of Additional Long-Term Notes 1: Ps 2,000,000,000.00.
Name of the Issuer: Cemex, S.A.B. de C.V.
Ticker: “CEMEX 23L”
Issue Number under the Program: First Issuance and First Reopening of First Issuance.
Issue Date of Original Long-Term Notes 1: October 5, 2023.
Issue Date of Additional Long-Term Notes 1: February 20, 2024.
Maturity Date: October 1, 2026.
Term of Original Long-Term Notes 1: 1,092 days.
Term of Additional Long-Term Notes 1: 954 days.
Interest Rate and Interest Calculation Method: The annual gross interest rate will be calculated by adding 0.45 percentage points to the rate known as the Mexican Interbank Equilibrium Interest Rate at a 28-day term.
Interest Payment Frequency: Every 28 days starting November 2, 2023.
Place and Form of Payment of Principal and Interest: The principal and ordinary interest accrued will be paid by electronic transfer of funds to the address of S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V. (“Indeval”), or, where appropriate, at the offices of Cemex, S.A.B. de C.V.
Redemption and Early Redemption: A single payment at their nominal value or, if applicable, at their Adjusted Nominal Value (as defined in the Long-Term Notes 1).
Guarantee: The Long-Term Notes 1 will be guaranteed, initially, by the following entities (the “Long-Term Notes 1 Guarantors” or “Refinancing Guarantors”): Cemex Concretos, S.A. de C.V. (“Cemex Concretos”), Cemex Corp. (“Cemex Corp”), Cemex Operaciones México, S.A. de C.V. (“COM”), and Cemex Innovation Holding Ltd. (“CIH”), but are not secured. Cemex, S.A.B. de C.V. shall have the right to release or replace any Long-Term Notes 1 Guarantor, or add new guarantors, provided that after such release, addition or replacement takes effect, the Minimum Endorsement (as defined in the Long-Term Notes 1) is satisfied.
Rating: Standard & Poor’s, S.A. de C.V. “mxAA” (payment capacity of Cemex, S.A.B. de C.V. to satisfy its financial commitments within the obligation is very strong compared to other issuers in the domestic market). Fitch México, S.A. de C.V. “AA (mex)” (very low risk level of default compared to other issuers or obligations in the same country).
Common Representative: Banco Multiva, S.A., Institución de Banca Múltiple, Grupo Financiero Multiva (“Multiva”) (formerly CIBanco S.A., Institución de Banca Múltiple).
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Depositary: Indeval.
Tax Regime: The applicable withholding rate with respect to interest paid under the Long-Term Notes 1 is subject: (i) for individuals or legal entities residing in Mexico for tax purposes, to the provisions of Articles 54, 55, 135, and other applicable laws of the current Income Tax Law; and (ii) for individuals and legal entities resident abroad for tax purposes, the provisions of Articles 153, 166, and other applicable laws of the current Income Tax Law. The current tax regime may be amended throughout the term of the issue.
Cemex, S.A.B. de C.V.’s policy on making decisions regarding changes of control during the term of the issue: Not applicable.
Cemex, S.A.B. de C.V.’s policy on making decisions regarding corporate restructurings, including acquisitions, mergers and spin-offs during the term of the issue: Cemex, S.A.B. de C.V. and the Long-Term Notes 1 Guarantors cannot merge, unless: (i) the merged or acquiring company assumes the obligations of the Issuer or the Long-Term Notes 1 Guarantor, as appropriate, under the Long-Term Notes 1, (ii) a Cause of Early Termination (as defined in the Long-Term Notes 1) does not occur under the Long-Term Notes 1 as a result of the merger or transfer, and (iii) the merged or acquiring company delivers to the Common Representative (as defined in the Long-Term Notes 1) a legal opinion stating that said merger or transfer complies with (i) and (ii) above.
Cemex, S.A.B. de C.V.’s policy on making decisions on the sale or creation of encumbrances on essential assets, specifying what such concept will include during the term of the issue: According to the provisions of the Long-Term Notes 1, Cemex, S.A.B. de C.V. shall not permit the constitution of any encumbrance on its assets, except (i) for Permitted Encumbrances (as defined in the Long-Term Notes 1), or (ii) where the Issuer’s obligations under the Long-Term Notes 1 are simultaneously guaranteed.
The net proceeds from the issuance of the Long-Term Notes 1 were applied towards total or partial repayment of the then-outstanding amounts under the Credit Agreements as in effect at the time and/or the Notes, other than the CEBURES.
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INFORMATION ABOUT THE LONG-TERM NOTES (CERTIFICADOS BURSÁTILES A TASA FIJA) (“Long-Term Notes 2”) ISSUED BY CEMEX, S.A.B. DE C.V.
AS OF DECEMBER 31, 2025
Amount of the Issuance of Original Long-Term Notes 2: Ps 5,000,000,000.00.
Amount of the Issuance of Additional Long-Term Notes 2: Ps 3,500,000,000.00.
Name of the Issuer: Cemex, S.A.B. de C.V.
Ticker: “CEMEX 23-2L”
Issue Number under the Program: Second Issuance and First Reopening of Second Issuance.
Issue Date of Original Long-Term Notes 2: October 5, 2023.
Issue Date of Additional Long-Term Notes 2: February 20, 2024.
Maturity Date: September 26, 2030.
Term of Original Long-Term Notes 2: 2,548 days.
Term of Additional Long-Term Notes 2: 2,410 days.
Interest Rate and Interest Calculation Method: Annual gross interest of 11.48%, which will remain fixed during the term of the issue, except in the event that such rate is substituted by the Adjusted Gross Annual Interest Rate (as defined in the Long-Term Notes 2).
Interest Payment Frequency: Every 182 days starting April 4, 2024.
Place and Form of Payment of Principal and Interest: The principal and ordinary interest accrued will be paid by electronic transfer of funds to the address of Indeval, or, where appropriate, at the offices of Cemex, S.A.B. de C.V.
Redemption and Early Redemption: A single payment at their nominal value or, if applicable, at their Adjusted Nominal Value (as defined in the Long-Term Notes 2).
Guarantee: The Long-Term Notes 2 will be guaranteed, initially, by Long-Term Notes 1 Guarantors, but are not secured. The Issuer shall have the right to release or replace any Long-Term Note 1 Guarantor, or add new guarantors, provided that after such release, addition or replacement takes effect, the Minimum Endorsement (as defined in the Long-Term Notes 2) is satisfied.
Rating: Standard & Poor’s, S.A. de C.V. “mxAA” (payment capacity of the Cemex, S.A.B. de C.V. to satisfy its financial commitments within the obligation is very strong compared to other issuers in the domestic market). Fitch México, S.A. de C.V. “AA (mex)” (very low risk level of default compared to other issuers or obligations in the same country).
Common Representative: Multiva (formerly CIBanco S.A., Institución de Banca Múltiple).
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Depositary: Indeval.
Tax Regime: The applicable withholding rate with respect to interest paid under the Long-Term Notes 2 is subject: (i) for individuals or legal entities residing in Mexico for tax purposes, to the provisions of Articles 54, 55, 135, and other applicable laws of the current Income Tax Law; and (ii) for individuals and legal entities resident abroad for tax purposes, the provisions of Articles 153, 166, and other applicable laws of the current Income Tax Law. The current tax regime may be amended throughout the term of the issue.
Cemex, S.A.B. de C.V.’s policy on making decisions regarding changes of control during the term of the issue: Not applicable.
Cemex, S.A.B. de C.V.’s policy on making decisions regarding corporate restructurings, including acquisitions, mergers and spin-offs during the term of the issue: Cemex, S.A.B. de C.V. and the Long-Term Notes 1 Guarantors cannot merge, unless: (i) the merged or acquiring company assumes the obligations of Cemex, S.A.B. de C.V. or the Long-Term Notes 1 Guarantor, as appropriate, under the Long-Term Notes 2, (ii) a Cause of Early Termination (as defined in the Long-Term Notes 2) does not occur under the Long-Term Notes 2 as a result of the merger or transfer, and (iii) the merged or acquiring company delivers to the Common Representative (as defined in the Long-Term Notes 2) a legal opinion stating that said merger or transfer complies with (i) and (ii) above.
Cemex, S.A.B. de C.V.’s policy on making decisions on the sale or creation of encumbrances on essential assets, specifying what such concept will include during the term of the issue: According to the set forth on the Long-Term Notes 2, Cemex, S.A.B. de C.V. shall not permit the constitution of any encumbrance on its assets, except (i) for Permitted Encumbrances (as defined in the Long-Term Notes 2), or (ii) where the Issuer’s obligations under the Long-Term Notes 2 are simultaneously guaranteed.
The net proceeds from the issuance of the Long-Term Notes 2 were applied towards total or partial repayment of the then-outstanding amounts under the Credit Agreements as in effect at the time and/or the Notes, other than the CEBURES.
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INFORMATION ABOUT THE LONG-TERM NOTES (CERTIFICADOS BURSÁTILES A TASA VARIABLE)
(“Long-Term Notes 3”) ISSUED BY CEMEX, S.A.B. DE C.V.
Amount of the Issuance of Long-Term Notes 3: Ps 5,500,000,000.
Name of the Issuer: Cemex, S.A.B. de C.V.
Ticker: “CEMEX 26”
Issue Number under the Program: Third Issuance.
Issue Date of Long-Term Notes 3: February 19, 2026.
Maturity Date: February 13, 2031.
Term of Long-Term Notes 3: 1,820 days.
Interest Rate and Interest Calculation Method: The annual gross interest rate will be calculated by adding 0.70 percentage points to the rate known as the Mexican Overnight Interbank Equilibrium Interest Rate (TIIE de Fondeo).
Interest Payment Frequency: Every 28 days starting March 19, 2026.
Place and Form of Payment of Principal and Interest: The principal and ordinary interest accrued will be paid by electronic transfer of funds to the address of Indeval, or, where appropriate, at the offices of Cemex, S.A.B. de C.V.
Redemption and Early Redemption: A single payment at their Nominal Value or, if applicable, at their Adjusted Nominal Value (as defined in the Long-Term Notes 3).
Guarantee: The Long-Term Notes 3 will be guaranteed, initially, by the Refinancing Guarantors, but are not secured. Cemex, S.A.B. de C.V. shall have the right to release or replace any Long-Term Notes 1 Guarantor, or add new guarantors, provided that after such release, addition or replacement takes effect, the Minimum Endorsement (as defined in the Long-Term Notes 3) is satisfied.
Rating: Standard & Poor’s, S.A. de C.V. “mxAAA” (payment capacity of Cemex, S.A.B. de C.V. to satisfy its financial commitments within the obligation is extremely strong compared to other issuers in the domestic market). Fitch México, S.A. de C.V. “AA+ (mex)” (very low risk level of default compared to other issuers or obligations in the same country).
Common Representative: Multiva.
Depositary: Indeval.
Tax Regime: The applicable withholding rate with respect to interest paid under the Long-Term Notes 3 is subject: (i) for individuals or legal entities residing in Mexico for tax purposes, to the provisions of Articles 54, 55, 135, and other applicable laws of the current Income Tax Law; and (ii) for individuals and legal entities resident abroad for tax purposes, the provisions of Articles 153, 166, and other applicable laws of the current Income Tax Law. The current tax regime may be amended throughout the term of the issue.
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Cemex, S.A.B. de C.V.’s policy on making decisions regarding changes of control during the term of the issue: Not applicable.
Cemex, S.A.B. de C.V.’s policy on making decisions regarding corporate restructurings, including acquisitions, mergers and spin-offs during the term of the issue: Cemex, S.A.B. de C.V. and the Refinancing Guarantors cannot merge, unless: (i) the merged or acquiring company assumes the obligations of the Issuer or the Long-Term Notes 1 Guarantor, as appropriate, under the Long-Term Notes 3, (ii) a Cause of Early Termination (as defined in the Long-Term Notes 3) does not occur under the Long-Term Notes 3 as a result of the merger or transfer, and (iii) the merged or acquiring company delivers to the Common Representative (as defined in the Long-Term Notes 3) a legal opinion stating that said merger or transfer complies with (i) and (ii) above.
Cemex, S.A.B. de C.V.’s policy on making decisions on the sale or creation of encumbrances on essential assets, specifying what such concept will include during the term of the issue: According to the provisions of the Long-Term Notes 3, Cemex, S.A.B. de C.V. shall not permit the constitution of any encumbrance on its assets, except (i) for Permitted Encumbrances (as defined in the Long-Term Notes 3), or (ii) where the Issuer’s obligations under the Long-Term Notes 3 are simultaneously guaranteed.
The net proceeds from the issuance of the Long-Term Notes 3 were applied towards general corporate purposes, including towards the total or partial repayment, redemption or repurchase, as applicable, of the outstanding amounts under the 2023 Credit Agreement, the Euro Credit Agreement and/or the Notes, other than the CEBURES.
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RISK FACTORS
We are subject to various risks mainly resulting from changing economic, environmental, political, industry, business, legal, regulatory, financial and climate conditions, as well as risks related to ongoing legal proceedings and investigations. The following risk factors are not the only risks we face, and any of the risk factors described below could significantly and adversely affect our business, liquidity, results of operations or financial condition, as well as, in certain instances, our reputation.
Risk Factor Summary
Risks Relating to Ownership of Our Securities
• Non-Mexicans may not hold Cemex, S.A.B. de C.V.’s Series A shares directly and must have them held in a trust at all times.
• ADS holders may only indirectly vote the Series B shares represented by the CPOs deposited with the ADS depositary through the ADS depositary and are not entitled to vote the Series A shares represented by the CPOs deposited with the ADS depositary or to attend shareholders’ meetings.
• Corporate rights, mainly voting rights, may not be available to any person that acquires or otherwise becomes entitled to vote 2% or more of Cemex, S.A.B. de C.V.’s shares with voting rights without the previous approval of Cemex, S.A.B. de C.V.’s Board of Directors.
• Preemptive rights generally available under Mexican law may be unavailable to ADS holders.
• The protections afforded to shareholders in Mexico are different from those in other countries and may be more difficult to enforce.
Risks Relating to Our Business and Operations
• Economic conditions globally, including persistently elevated inflation and interest rates, particularly in countries where we operate, have affected and may continue to adversely affect our business, financial condition, liquidity, and results of operations.
• Political, social, and geopolitical events, changes in public policies and other risks in some of the countries where we operate, which are inherent to the operations of an international company, could have a material adverse effect on our business, financial condition, liquidity, and results of operations.
• The emergence or continued escalation of geopolitical conflicts may have a material adverse effect on our business, financial condition, liquidity, and results of operation.
• Potential political, economic, and military instability in Israel and the Middle East could materially and adversely affect our business, financial condition, liquidity, and results of operation.
• Complications in relationships with local communities and different stakeholder perspectives could lead to social actions against our industry or company, including legal actions, on-the-ground protests, attacks on our assets or facilities, negative media campaigns, strikes, and social unrest. All these events could disrupt our operations, affect our capacity to serve our clients, damage our assets and/or reputation and may materially and adversely affect our business continuity, reputation, liquidity, and results of operations.
• Labor activism and unrest, or failure to maintain satisfactory labor relations, could materially and adversely affect our reputation and results of operations.
• We are subject to restrictions and reputational risks resulting from non-controlling interests held by third parties in our consolidated subsidiaries. As of the date of this annual report, we control publicly listed companies in Trinidad and Tobago and in Jamaica, where this risk is heightened.
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• High energy and fuel costs have had and may continue to have a material adverse effect on our business, financial condition, liquidity, and results of operation.
• We are increasingly dependent on information technology and our systems and infrastructure, as well as those provided by third-party service providers, face certain risks, including cyber-security risks, which if materialized, could materially and adversely affect our business, financial condition, liquidity, and results of operation.
• The development and adoption of AI, including generative AI, and its use by us or use or misuse by third parties, may increase the financial and operational risks or create new financial or operational risks that we are not currently anticipating.
• We may not be able to realize the expected benefits from our portfolio rebalancing or any divestments, acquisitions, investments or joint ventures, some of which may have a material impact on our reputation, business, financial condition, liquidity, and results of operations. Any failure to realize expected benefits from the bolt-on acquisitions of our business strategy heightens this risk.
• We have adopted a sustainability strategy we consider to be ambitious. Our sustainability strategy includes the targets of our current “Future in Action” climate action and nature program and some of these targets are replicated as key performance indicators in our sustainability-linked financing arrangements. Failure to reach these goals may expose us to certain risks that could have a material adverse effect on our reputation, business, financial condition, liquidity, and results of operations.
• A substantial amount of our total assets consists of intangible assets, including goodwill. We have recognized charges for goodwill impairment in the past, and during 2025, we recognized a non-cash goodwill impairment loss. If market or industry conditions deteriorate further in the future, additional impairment charges may be recognized.
• The failure of any bank in which we deposit our funds could have an adverse effect on our financial condition.
• Activities in our business can be hazardous and can cause injury to people or damage to property in certain circumstances. They are also subject to significant regulations, including as relates to the protection of human health, safety and the environment. These regulations continue to evolve and, in some locations, are becoming increasingly stringent. Compliance with existing or future regulations could have a material adverse effect on our reputation, business, financial condition, liquidity, and results of operations.
• The introduction of or failure to introduce construction material substitutes or alternative forms of cement, ready-mix concrete, or aggregates into the market and the development of or failure to develop new construction techniques and technologies could have a material adverse effect on our business, financial condition, liquidity, and results of operations and could have an impact in our sustainability targets.
• We operate in highly competitive markets with numerous players employing different competitive strategies and if we do not compete effectively, our revenues, market share, business and results of operations may be affected.
• We may fail to secure certain materials required to run our business, or could secure them at higher prices, which could have a material adverse effect on our business, financial condition, liquidity, and results of operations.
• Our operations and ability to source products and materials can be affected by adverse weather conditions, hydrometeorological and geological hazards such as hurricanes, flash floods, earthquakes, and/or natural disasters, including climate change, which could have a material adverse effect on our business, financial condition, liquidity, and results of operations.
• We could be materially and adversely affected by any significant or prolonged disruption to our production facilities, which could impact our business, financial condition, liquidity, and results of operations.
• Our insurance coverage may not cover all the risks to which we, our board members, officers and employees may be exposed or may cover them to an amount that may not be sufficient to satisfy our requirements.
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• Our success depends largely on the strategic vision and actions of Cemex, S.A.B. de C.V.’s Board of Directors and on key members of our executive management team and the availability of a specialized workforce.
• Future pandemics and epidemics could materially adversely affect our financial condition and results of operations.
Risks Relating to Our Indebtedness and Certain Other Obligations
• The Credit Agreements, the indentures governing our 3.125% Euro-denominated notes due 2026 (the “March 2026 Euro Notes”), 5.450% Dollar denominated notes due 2029 (the “November 2029 Dollar Notes”), 5.200% Dollar denominated notes due 2030 (the “September 2030 Dollar Notes”), 3.875% Dollar denominated notes due 2031 (the “July 2031 Dollar Notes”), and the Long-Term Notes 1 and Long-Term Notes 2 in the Mexican market (the “CEBURES” and, collectively with the March 2026 Euro Notes, the November 2029 Dollar Notes, the September 2030 Dollar Notes and the July 2031 Dollar Notes, the “Notes”) and our other debt agreements and/or instruments and other agreements contain several restrictions and covenants. Our failure to comply with such restrictions and covenants or any inability to capitalize on business opportunities or refinance our debt resulting from them could have a material adverse effect on our business and financial conditions.
• We have a substantial amount of debt and other financial obligations. If we are unable to secure refinancing on favorable terms or at all, we may not be able to comply with our payment obligations upon their maturity. Our ability to comply with our principal maturities and financial covenants may depend on us implementing certain strategic initiatives, including, but not limited to, making asset sales, and there is no assurance that we will be able to implement any such initiatives or execute such sales, if needed, on terms favorable to us or at all.
• We may not be able to generate sufficient cash to service our indebtedness or satisfy our short-term liquidity needs, and we may be forced to take other actions to do so, which may not be successful.
• Cemex, S.A.B. de C.V.’s ability to repay debt and execute any shareholder returns is highly dependent on its subsidiaries’ ability to transfer income and dividends to us. As of the date of this annual report, we control publicly listed companies in Trinidad and Tobago and in Jamaica, where this risk is heightened.
• We have to service part of our debt and other financial obligations denominated in Dollars and Euros with revenues generated in Mexican Pesos or other currencies, as we do not generate sufficient revenue in Dollars and Euros from our operations to service all our debt and other financial obligations denominated in Dollars and Euros. This could adversely affect our ability to service our obligations in the event of a devaluation of the Mexican Peso, or any of the other currencies of the countries in which we operate, compared to the Dollar and Euro. In addition, our consolidated reported results and outstanding indebtedness are significantly affected by fluctuations in exchange rates between the Dollar (our reporting currency) vis-à-vis the Mexican Peso and other significant currencies within our operations.
• Increases in liabilities related to our pension plans could adversely affect our results of operations.
• Our use of derivative financial instruments could negatively affect our net income and liquidity, especially in volatile and uncertain markets.
Risks Relating to Regulatory and Legal Matters
• We are subject to the laws and regulations of the countries where we operate and do business. Non-compliance with laws and regulations and/or any material changes in such laws and regulations and/or any significant delays in assessing the impact and/ or adapting to such changes in laws and regulations may have a material adverse effect on our reputation, business, financial condition, liquidity, and results of operations.
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• We or our third-party providers may fail to maintain, obtain, or renew, or may experience material delays in obtaining, requisite governmental or other approvals, licenses, and permits for the conduct of our or their business.
• We are subject to litigation proceedings, including, but not limited to, government investigations relating to corruption, antitrust, and other proceedings that could harm our business and our reputation.
• We are subject to human rights, anti-corruption, anti-bribery, anti-money laundering, antitrust, anti-boycott, economic sanctions, anti-terrorism, trade embargoes, and import and export control laws and regulations in the countries in which we operate and do business, a considerable number of which are considered high and medium risk countries for purposes of corruption, money laundering, and other matters. Any violation of any such laws or regulations could have a material adverse impact on our reputation, results of operations, and financial condition, as well as harm our reputation.
• Certain tax matters have had and may have a material adverse effect on our cash flow, financial condition, and net income, as well as on our reputation.
• Our operations are subject to environmental laws and regulations, including those relating to greenhouse gas emissions, and new reporting requirements that are or could become effective and increasingly stringent. Compliance with existing or future regulations could have material adverse effect on our reputation, business, financial condition, liquidity, and results of operations.
• It may be difficult to enforce civil liabilities against us or the members of Cemex, S.A.B. de C.V.’s Board of Directors, our senior management, and controlling persons.
Risks Relating to Ownership of Our Securities
Non-Mexicans may not hold Cemex, S.A.B. de C.V.’s Series A shares directly and must have them held in a trust at all times.
Any person acquiring shares, CPOs or ADSs of Cemex, S.A.B. de C.V. should be aware that Cemex, S.A.B. de C.V.’s by-laws provide that non-Mexican investors and Mexican companies without a foreign investment-exclusion clause in their by-laws may not directly hold the Series A shares of Cemex, S.A.B. de C.V. Notwithstanding the provisions of Cemex, S.A.B. de C.V.’s by-laws, non-Mexican investors and Mexican companies without a foreign investment-exclusion clause in their by-laws may hold the Series A shares underlying Cemex, S.A.B. de C.V.’s CPOs or ADSs indirectly through Cemex, S.A.B. de C.V.’s CPO trust. Upon the early termination or expiration of the term of Cemex, S.A.B. de C.V.’s CPO trust on September 6, 2029, the Series A shares underlying the CPOs held by non-Mexican investors or by Mexican companies without a foreign investment-exclusion clause in their by-laws must be placed into a new trust similar to the current CPO trust. We cannot guarantee that a trust similar to the CPO trust will exist or that the relevant authorization for the transfer of Cemex, S.A.B. de C.V.’s Series A shares to such a trust will be obtained. In that event, such investors might be required to sell their Series A shares to a Mexican individual or corporation that has a foreign investment-exclusion clause in its by-laws, which could expose shareholders to a loss in the sale of the corresponding Series A shares and may cause the price of Cemex, S.A.B. de C.V.’s shares, CPOs and ADSs to decrease.
ADS holders may only indirectly vote the Series B shares represented by the CPOs deposited with the ADS depositary through the ADS depositary and are not entitled to vote the Series A shares represented by the CPOs deposited with the ADS depositary or to attend shareholders’ meetings.
Any person acquiring ADSs should be aware of the terms of the ADSs, the corresponding deposit agreement pursuant to which the ADSs are issued (the “Deposit Agreement”), the CPO Trust (as defined in the Deposit
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Agreement) and Cemex, S.A.B. de C.V.’s by-laws. Under such terms, in relation to shareholders’ meetings of Cemex, S.A.B. de C.V., a holder of an ADS has the right to instruct the ADS depositary to exercise voting rights only with respect to Series B shares represented by the CPOs deposited with the depositary, but not with respect to the Series A shares represented by the CPOs deposited with the depositary. ADS holders will not be able to directly exercise their right to vote unless they withdraw the CPOs underlying their ADSs (and, in the case of non-Mexican holders, even if they do so, they may not vote the Series A shares represented by the CPOs) and may not receive voting materials in time to ensure that they are able to instruct the depositary to vote the CPOs underlying their ADSs or receive sufficient notice of a shareholders’ meeting of Cemex, S.A.B. de C.V. to permit them to withdraw their CPOs to allow them to cast their vote with respect to any specific matter. Holders of ADSs will not have the right to instruct the ADS depositary as to the exercise of voting rights in respect of Series A shares underlying CPOs held in the CPO Trust. Under the terms of the CPO Trust, Series A shares underlying CPOs held by non-Mexican nationals, including all Series A shares underlying CPOs represented by ADSs, will be voted by the CPO Trustee (as defined in the Deposit Agreement), according to the majority of all Series A shares held by Mexican nationals and Series B shares voted at a shareholders meeting of Cemex, S.A.B. de C.V. In addition, the depositary and its agents may not be able to send out voting instructions on time or carry them out in the manner an ADS holder has instructed. As a result, ADS holders may not be able to exercise their right to vote and they may lack recourse if the CPOs underlying their ADSs are not voted as they requested. ADS holders will also not be permitted to vote the CPOs underlying the ADSs directly at a shareholders’ meeting of Cemex, S.A.B. de C.V. or to appoint a proxy to do so without withdrawing the CPOs. If the ADS depositary does not receive voting instructions from a holder of ADSs in a timely manner, such holder will nevertheless be treated as having instructed the ADS depositary to give a proxy to a person the corresponding CPO trust’s technical committee, which is formed by our employees, designates, to vote the Series B shares underlying the CPOs represented by the ADSs in his/her discretion. The ADS depositary or the custodian for the CPOs on deposit may represent the CPOs at any meeting of holders of CPOs of Cemex, S.A.B. de C.V. even if no voting instructions have been received. The CPO trustee may represent the Series A shares and the Series B shares represented by the CPOs at any meeting of holders of Series A shares or Series B shares of Cemex, S.A.B. de C.V. even if no voting instructions have been received. By so attending, the ADS depositary, the custodian or the CPO trustee, as applicable, may contribute to the establishment of a quorum at a meeting of holders of CPOs, Series A shares or Series B shares, as appropriate. In addition, even though every shareholder of Cemex, S.A.B. de C.V. is entitled to attend shareholders’ meetings pursuant to Cemex, S.A.B. de C.V.’s by-laws and Mexican law, ADS holders are generally not able to attend shareholders’ meetings because they are not the registered holders of the CPOs underlying the ADSs they hold; and, consequently, they are generally unable to satisfy the procedural requirements to attend a shareholders’ meeting pursuant to Cemex, S.A.B. de C.V.’s by-laws and the CPO Trust unless they withdraw the CPOs underlying their ADSs (and, in the case of non-Mexican holders, even if they do so, they may not vote the Series A shares represented by the CPOs). Generally, as only registered holders of CPOs are able to satisfy the requirements to attend a shareholders’ meeting of Cemex, S.A.B. de C.V. pursuant to Cemex, S.A.B. de C.V.’s by-laws and the CPO Trust, only the ADS depositary (as the registered holder of the CPOs underlying ADSs) or the CPO trustee (at the direction of the ADS depositary) will be able to satisfy such requirements and attend shareholders’ meetings of Cemex, S.A.B. de C.V. to represent the CPOs underlying ADSs at a shareholders’ meeting of Cemex, S.A.B. de C.V.
Corporate rights, mainly voting rights, may not be available to any person that acquires or otherwise becomes entitled to vote 2% or more of Cemex, S.A.B. de C.V.’s shares with voting rights without the previous approval of Cemex, S.A.B. de C.V.’s Board of Directors.
Any person acquiring shares, CPOs or ADSs of Cemex, S.A.B. de C.V., must be aware that Cemex, S.A.B. de C.V.’s by-laws provide that its Board of Directors must authorize in advance any transfer of voting shares of its capital stock or other transaction that would result in any person, or group acting in concert, becoming a holder of or otherwise
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becoming entitled to vote 2% or more of Cemex, S.A.B. de C.V.’s shares with voting rights. In the event this requirement is not met, the persons acquiring such shares or executing such transaction will not be entitled to any corporate rights, mainly voting rights, with respect to such shares, CPOs or ADSs, and such shares, CPOs or ADSs will not be taken into account for purposes of determining a quorum for any Cemex, S.A.B. de C.V. shareholders’ meetings, Cemex, S.A.B. de C.V. will not record such persons as holders of such shares in its share registry, and the registry undertaken by Indeval, which is the Mexican securities depositary, shall not have any effect. See “Item 7. Major Shareholders and Related Party Transactions—Major Shareholders.”
Preemptive rights generally available under Mexican law may be unavailable to ADS holders.
ADS holders may be unable to exercise preemptive rights granted to Cemex, S.A.B. de C.V.’s shareholders, in which case ADS holders could be diluted following equity or equity-linked offerings. Under Mexican law, if Cemex, S.A.B. de C.V. issues new shares, Cemex, S.A.B. de C.V. would be generally required to grant preemptive rights to its shareholders, except in certain situations, including if such shares are issued in the context of a public offering or if such shares underlie convertible securities issued by Cemex, S.A.B. de C.V. However, ADS holders may not be able to exercise these preemptive rights to acquire new shares unless (i) Cemex, S.A.B. de C.V. files a registration statement with the SEC with respect to such shares or (ii) the offering of the shares qualifies for an exemption from registration under the Securities Act. We cannot assure you that Cemex, S.A.B. de C.V. would file a registration statement in the United States that would allow holders of ADSs to participate in any preemptive rights offering. Under Mexican law, preemptive rights cannot be waived in advance or be assigned or be represented by an instrument that is negotiable separately from the corresponding shares. As a result of applicable United States securities laws, holders of ADSs may be restricted in their ability to exercise preemptive rights as provided in the Deposit Agreement with the ADSs depositary, as amended. Shares subject to a preemptive rights offering, with respect to which preemptive rights have not been exercised, may be sold by Cemex, S.A.B. de C.V. to third parties on the terms and conditions previously approved by Cemex, S.A.B. de C.V.’s shareholders or its Board of Directors. See “Item 10. Additional Information—Articles of Association and By-laws.”
The protections afforded to shareholders in Mexico are different from those in other countries and may be more difficult to enforce.
Under Mexican law, the protections afforded to shareholders are different from those in the United States and countries in continental Europe. In particular, the legal framework and case law pertaining to directors’ duties and disputes between shareholders and us, the members of Cemex, S.A.B. de C.V.’s Board of Directors or our officers are less protective of shareholders under Mexican law than under U.S. and continental European law. Mexican law only permits shareholder derivative suits (i.e., suits for our benefit as opposed to the direct benefit of our shareholders) and there are procedural requirements for bringing shareholder derivative lawsuits, such as minimum holdings of capital stock, which differ from those in effect in other jurisdictions. There is also a substantially less active plaintiffs’ bar dedicated to the enforcement of shareholders’ rights in Mexico than in the United States or Europe. As a result, in practice it may be more difficult for our shareholders to initiate an action against us, the members of Cemex, S.A.B. de C.V.’s Board of Directors or our officers or obtain direct remedies than it would be for shareholders of a U.S. or European company.
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Risks Relating to Our Business and Operations
Economic conditions globally, including persistently elevated inflation and interest rates, particularly in countries where we operate, have affected and may continue to adversely affect our business, financial condition, liquidity, and results of operations.
The economic conditions in some of the countries where we operate have had and may continue to have a material adverse effect on our business, financial condition, liquidity, and results of operations worldwide. Our results of operations are highly dependent on the results of our operating subsidiaries worldwide, including those in (i) the United States, (ii) Mexico, (iii) Europe, (iv) the Middle East and Africa (“MEA”), and (v) South America, Central America and the Caribbean (“SCA&C”). See “Item 4. Information on the Company—Business Overview” for more information. Demand for our products and services, our production levels, availability of raw materials and materials that are generally required to operate our business and our general financial and operating results are highly dependent on overall economic conditions.
For a breakdown of our external revenues for the year ended December 31, 2025, see “Item 4. Information on the Company—Business Overview—External Revenues by Reportable Segment for the Year Ended December 31, 2025.”
As of the date of this annual report, we believe that the main risk factors for the global economy and the countries where we operate include, but are not limited to: (i) an environment of elevated uncertainty linked to policy shifts in the United States and other countries, particularly with respect to trade (including additional import tariffs already enacted and the threat of further duties and levies), as well as to policy changes in other areas, including immigration, energy, climate and foreign affairs, all of which could impact the global economy; (ii) persistently elevated and/or accelerating inflation, which may result in an extended period of high nominal interest rates and restrictive financial conditions, a deterioration in the purchasing power of consumers, businesses, and other economic agents, lower economic growth, or higher odds of an economic recession; (iii) a more-pronounced-than-expected cyclical downturn, even in the absence of further inflationary pressures, reflecting the high level of policy uncertainty, an increase of economic protectionism, potential policy errors, consumer and business pessimism, delayed effects of restrictive monetary policies across countries, fiscal pressures, implications of geopolitical events, among other potential triggers; (iv) the possibility of widespread financial market distress and elevated volatility in relation to (1) the escalation of global trade tensions, (2) conflicts in Ukraine and the Middle East, as well as those in other regions, (3) supply chain shocks leading to higher energy prices, or (4) the prolonged period of high interest rates, among other possible causes; (v) external, fiscal, debt, and other types of imbalances at the country level, including deteriorating fiscal conditions in the United States and Europe, which, should they occur, often have unfavorable economic and financial implications domestically, that may extend beyond their own borders; (vi) the expansion or intensification of geopolitical conflicts, including, but not limited to, the war between Russia and Ukraine, which may result in further fragmentation in international relations, the escalation of armed hostilities, and the disruption of trade and economic activity; (vii) weather abnormalities and adverse climate shocks that may impair production, trade, construction, and overall economic activity, as well as result in price fluctuations of energy and other production inputs; (viii) heightened domestic policy uncertainty related to political changes and policy shifts in many of the countries where we operate; (ix) extended poor economic performance in China, particularly in the current context of market-relevant trade conflicts with the United States, which may put downward pressure on global trade, have negative spillovers on China’s economic partners and/or the global economy at large, as well as result in financial sector volatility; (x) social protests and generalized civil unrest deriving from popular perceptions of mishandling of domestic economic issues, geopolitical conflicts, climate-related issues, alleged social injustices, among other events of a global or regionwide reach; (xi) an increase in the frequency, intensity, and overall destructiveness of cyberattacks involving critical infrastructure of a physical, social, digital, or other nature, which could disrupt governments, financial markets,
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industries, communities, and individual businesses; (xii) factors that could afflict the performance of the financial sector, including inappropriate risk monitoring or improper regulation of financial entities and the rapid and unchecked growth of crypto assets; and (xiii) major global disruptions caused by misallocated artificial intelligence (“AI”) investments, lower-than-anticipated returns to scale, and/or adverse effects on labor and financial markets.
While inflation has slowly decreased from its peak in 2022, including a slight decrease in 2025 compared to 2024, there have been renewed pressures in recent months in some countries where we operate and it is possible that both consumer and producer price growth rates see further increases in the future. Among the main factors that could result in renewed inflationary pressures are: (i) rising tariffs and the escalation of trade tensions and increased risk of tariff and trade retaliation among countries; (ii) shocks to global goods logistics and supply chains, which could arise due to increased economic nationalism and protectionism, geopolitical, weather-related, and other types of events; (iii) energy and food market price surges, also triggered potentially by several distinct elements, such as the war between Russia and Ukraine, conflicts in the Middle East or weather disruptions; and (iv) a significant weakening of local currencies with respect to countries’ main trading partners, due to unexpected shifts in policy, the rise of economic nationalist and protectionist policies in the United States and elsewhere, divergence in monetary policy paths, “flight to safety” dynamics in global capital markets, market perceptions of fiscal imbalances, and perceived or actual weakened hegemony of the U.S. dollar, among other factors.
High inflation and/or policy shifts can deteriorate economic conditions in the countries where we operate or from which we source products and services and have caused and may continue to cause a rise in the costs of manufacturing our products, as well as an increase in related expenses, such as, but not limited to, sourcing of inputs, manufacturing, storage, labor, shipping, and delivery-related expenses. Furthermore, there is no assurance that any of our operations, especially those that have historically not experienced inflationary pressures like in the United States and Europe, would be well-prepared to cope with inflationary pressures. See “Item 3. Key Information—Risk Factors—Risks Relating to Our Business and Operations—High energy and fuel costs have had and may continue to have a material adverse effect on our business, financial condition, liquidity, and results of operation” for information on how energy and fuel costs affect the costs of manufacturing our products and related expenses.
Although benchmark interest rates have generally trended lower in 2025 compared to 2024, “sticky” high inflation may cause policymakers to pause monetary easing until more progress is seen, keeping financial conditions restrictive for longer. This could hinder the supply of credit by keeping financing costs high or elevating them further, generally impede a rebound in economic activity, and/or lead to a recession. The evolution of monetary policy in advanced economies such as the United States and Europe is especially relevant to our business, given their outsized weight in the global economy and our portfolios, but also because of potential spillovers that a downturn of economic activity in such countries could have in other geographies that are very relevant for our business, such as Mexico. Persistently restrictive financing conditions could also trigger or aggravate widespread financial market distress in both advanced and emerging economies, especially in cases where sovereigns and/or corporates are overleveraged, as is the case in some of the countries where we have operations. Tight conditions would also be very relevant for countries attempting to consolidate their public finances, and/or for those who have expressed the need to expand their spending on items such as infrastructure and defense, such as some of the economies in the EU. Persistently elevated interest rates have previously translated into high financing costs and disruptions in countries’ budgeting processes, resulting in an overall hindrance to economic growth and favorable business conditions, and could do so again in the future. In addition, recent policy changes in countries in which we operate, such as the increased frequency and severity of military action and imposition of new tariffs by the U.S. government, could materially adversely impact financial markets, including U.S. Treasury and bond rates. For example, after the U.S. administration’s 2025 imposition of tariffs as described elsewhere in this annual report, the 10-year Treasury yield increased from less than 4% on April 4, 2025 to 4.5% intra-day on April 8, 2025, marking one of the biggest spikes on record, and the 30-year Treasury yield topped 5%.
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Emerging markets and developing economies with significant foreign-currency denominated debt and financing needs could be particularly exposed and affected in an environment of sustainedly high interest rates in advanced economies and overall market uncertainty, as they could see capital outflows, exchange rate volatility, unfavorable shifts in investor sentiment and increasing borrowing costs, all of which could lead to adverse growth and financial outcomes. Similarly, large-scale corporate debt defaults or restructuring could reverberate widely. A substantial portion of our operations are located in developing countries, mainly Mexico, which tend to have relatively more volatile currencies and, in the past, have gone through episodes of capital outflows under such circumstances. In the event that one or more of these risks materialize, there could be material adverse effect on our business, financial condition, liquidity, and results of operations, particularly if exchange rate fluctuations result in lower revenues and/or more limited available resources in local currencies (through the impact of lower real demand, an increase in expenditures due to the weakening of the local currency, among others), which could in turn limit our ability to make necessary expenditures and investments, as well as curb our capacity to serve our debt and other obligations. See “Item 4. Business Overview—Information on the Company—External Revenues by Reportable Segment for the Year Ended December 31, 2024” and “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Our Indebtedness.”
Social unrest and generalized protests could also disrupt our business, particularly in the context of high inflation, high interest rates, low economic growth, and more generally in countries where macroeconomic, geopolitics, and political developments, including elections, have negatively impacted the countries in which these events occur.
Climate change, which has entailed more frequent and intense weather-related events, already has had visible impacts on countries, businesses, and households, with effects beyond the regions where disasters strike. Cross-border migration pressures, financial stress (including among creditors and insurers in countries not directly impacted by a given event), and health care burdens may arise, with implications that persist long after the events occur. Weather-related events may pose further challenges to the capacity and ability of individual and collective economies to grow.
Apart from the risks mentioned above, idiosyncratic risks to our business in Mexico are heightened as a result of the materiality of our Mexican operations. Some of the factors that could impact the evolution of the Mexican economy in the short term include, but are not limited to: (i) an economic downturn in the United States; (ii) an adverse turn of events during the renegotiation of the USMCA, which could result in less favorable terms for Mexico or, in an extreme scenario, the partial or full dissolution of the agreement, and such an outcome would introduce significant uncertainty to Mexico’s trade framework, potentially affecting the overall economy, local financial markets, supply chains, investment flows, the exchange rate, the preferential market access that supports the country’s export-oriented manufacturing sector, among other factors; (iii) public policy shifts in the United States, particularly in areas such as trade, migration, energy, climate, security, foreign policy and other relevant topics, which could significantly impact Mexico’s economy, including its construction and manufacturing sectors, and strain the bilateral relationship between the two countries; (iv) the deterioration of institutional checks and balances following the recent judicial reform in Mexico, together with the potential approval of a broader electoral reform, could weaken the rule-of-law framework governing economic activity, heightening legal uncertainty, affecting contract enforcement, regulatory stability, and investor confidence in the country’s institutional environment; (v) increasing security concerns stemming from intensified government campaigns against drug trafficking organizations could affect the perception of public safety in certain regions of Mexico, resulting in increased volatility or localized disruption, potentially influencing business operations, logistics, and investor perceptions of the country’s security environment; (vi) erosion of confidence in the independence and credibility of the central bank, which could weaken monetary policy transmission and increase financial market volatility; (vii) rising political polarization, which may heighten policy uncertainty and hinder consensus-building around key reforms, potentially affecting the stability and predictability of Mexico’s institutional and regulatory framework; (viii) sudden or large fluctuations in the value of the Mexican Peso vis-à-vis major currencies;
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(ix) additional strains in the operation and/or finances of Petróleos Mexicanos (“PEMEX”), which could result in its need of further capital requirements; (x) sharp deviations in the implementation of Mexico’s public budget as approved by the Mexican congress in November 2025; (xi) delays in the rollout of the recently launched National Investment Plan (Plan Mexico); and (xii) a downgrade of Mexico’s long-term sovereign debt ratings by international rating agencies.
In general, demand for our products and services is strongly related to construction activity, as well as private and public infrastructure spending in the countries where we operate. Declines in the construction industry are usually correlated with deteriorations of general economic conditions. Countries grappling with observed or expected adverse economic effects may delay or cancel infrastructure, housing, commercial, and industrial projects, all of which would imply a reduction in demand for our products and services and could result in a material adverse effect on our business, financial condition, liquidity, and results of operations.
See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to the War Involving Israel, the United States and the Islamic Republic of Iran” for information regarding the war among Israel, the United States and the Islamic Republic of Iran initiated after December 31, 2025, and how it could affect our business, financial condition, liquidity, and results of operation.
Political, social, and geopolitical events, changes in public policies and other risks in some of the countries where we operate, which are inherent to the operations of an international company, could have a material adverse effect on our business, financial condition, liquidity, and results of operations.
As of December 31, 2025, our operations were mostly in Mexico, the United States, and certain countries in Europe, the Middle East and SCA&C (as described in “Item 4. Information on the Company—Business Overview”). For a breakdown of our external revenues for the year ended December 31, 2025, see “Item 4. Information on the Company—External Revenues by Reportable Segment for the Year Ended December 31, 2025.”
We are exposed to the circumstances prevalent in the countries in which we market our products and services. Like other companies with international operations, political, economic, geopolitical, or social developments in the countries where we operate or elsewhere, such as elections, new governments, changes in public policy, economic circumstances, laws and/or regulations, economic, trade, or military conflicts, trade policies, political dynamics, civil disturbances, and a rise in actual or perceived criminal activity or violence, could have a material adverse effect in the countries where we operate or on the global financial markets, and in turn on our business, financial condition, liquidity, and results of operations.
Presidential, legislative, state, and/or local elections took place in 2025 in several of the countries where we operate, including Mexico, Canada, Croatia, Poland, Czech Republic, Germany, the United Kingdom, Egypt, Trinidad & Tobago, Jamaica and Guyana. In 2026, elections have been held or are scheduled to be held in Bosnia and Herzegovina, Czech Republic, France, Germany, Israel, Peru, Mexico, the United Kingdom, and the United States. In addition, potential future snap elections in other countries resulting from social or political pressure cannot be discarded. Political changes, such as those resulting from such elections, could result in changes to the economic, political, or social conditions of the countries in which we operate, and in changes to laws, regulations, and public policies, which may contribute to heighten economic uncertainty or hamper business conditions. Any of the abovementioned or similar events, such as legislative or political gridlock, constitutional crises, and any situation that would result in political and/or economic uncertainty, could materially and adversely impact our business, financial condition, liquidity, and results of operations.
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Political events and social unrest have impacted the business and economic environment in some of the countries in which we operate and beyond. Chiefly among these events has been the 2025 U.S. presidential inauguration and change in administration. Changes in U.S. laws and policies, some of which have been unanticipated by market participants, have impacted international trade, foreign affairs, manufacturing, research and development, business and consumer confidence, and investment in the territories and countries where we or our customers operate, including the United States itself, as well as Mexico and China, which could materially adversely affect our business, financial condition, liquidity and results of operations.
Since February 1, 2025, the new U.S. administration has announced new tariffs on every country, although many of the tariffs have since been delayed or rolled back. The administration has especially targeted China with heightened trade measures. The tariffs spiked on April 10, 2025, with an effective rate of 145%, and subsequently fell to a combined rate of 30%. Pursuant to an October 30, 2025 agreement between the United States and China (the “October 2025 United States-China Agreement”), the United States agreed to suspend for one year starting on November 10, 2025 implementation of the responsive actions taken pursuant to the Section 301 of the Trade Act of 1974 (“Section 301”) investigation into China’s “Targeting the Maritime, Logistics, and Shipbuilding Sectors for Dominance” in exchange for a reciprocal Chinese commitment to postpone imposition of its own port charges.
In 2025, the U.S. administration imposed an array of tariffs under the International Emergency Economic Powers Act (“IEEPA”). These included tariffs on imports from Mexico, Canada, and China premised on allegations concerning fentanyl and illegal immigration (the “Fentanyl/Immigration Tariffs”). The rates of these tariffs fluctuated over time, but, as of December 31, 2025, stood at 35% on imports from Canada, 25% on imports from Mexico, and 10% on imports from China, with exemptions for goods that complied with rules of origin established under the USMCA. Likewise, the U.S. administration imposed a 10% “baseline” tariff (the “Baseline Tariffs”) on the vast majority of imported goods from most countries in the world, with typically higher country-specific reciprocal tariffs on 60 countries (the “Country-Specific Reciprocal Tariffs”).
These developments, and continued uncertainty over tariffs, could materially adversely impact our business, financial condition, liquidity, and results of operations. In addition, it is uncertain what other effects Congress and the administration’s policies may have on our business, financial condition, liquidity and results of operations, and if any such effects may be material. Further geopolitical challenges, such as the trade tensions between the United States with various countries, including Mexico, Canada, China, and the EU, could cause important disruptions in the global economic, supply chains, financial markets, and trade dynamics, which could impact the markets in which we operate and materially and adversely affect our business, financial condition, liquidity, and results of operations. See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Regulatory Matters and Legal Proceedings—Imposition of Tariffs by the United States.”
In Mexico, 2025 marked the first full year of the new administration, which continued to govern with substantial legislative support from the ruling coalition. The current administration has pursued a broad reform agenda, including a substantial judicial reform, which was implemented in 2025 and introduced the election of judges, magistrates, and other judicial officials by popular vote, which may affect judicial independence, reduce the predictability and consistency of rulings, and result in delays or other disruptions during the transition to the new system. Mexico also faces ongoing political and regulatory uncertainty, including the potential impact of future trade and policy developments related to the USMCA review, expected in 2026, as well as fiscal constraints arising from elevated public spending, public debt pressures and budgetary limitations, which may reduce fiscal flexibility and weigh on broader economic growth. Investor confidence may also be adversely affected by concerns regarding security and organized crime activity. Additionally, the Emission Trading System is expected to be fully operational in 2026. Furthermore, an increase of “green” taxes in states where we operate has come into effect or is expected. See “Item 4. Information on the Company—Regulatory Matters and Legal Proceedings—Environmental Matters—Mexico”
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for a description of the Mexican judicial reform, Emission Trading System, as well as a description of “green” taxes in Mexico. We are not certain if any such laws and regulations undergoing constitutional challenges in Mexico will prevail. These and any other policies, laws and regulations which are further adopted could result in a deterioration of investment sentiment, political and economic uncertainty, and increased costs for our business, which may in turn have a material adverse effect on our business, financial condition, liquidity, and results of operation.
Our operations in Egypt, Israel, and the United Arab Emirates (the “UAE”) have been, and may continue to be, disrupted by the ongoing conflicts in the Middle East, as well as by political instability, civil unrest, terrorism, extremism, deterioration in diplomatic relations, and shifting geopolitical conditions throughout the region. The security environment remains extremely volatile, and there can be no assurance that hostilities in Israel, Gaza, Lebanon, Iran, Iraq, Syria, Yemen, Libya, Sudan, and other countries in MEA will not continue, escalate, or spread, or that neighboring countries will not be drawn further into conflict, experience instability or be adversely affected. In addition, some of our operations are or may be subject to political risks, such as confiscation, expropriation, and/or nationalization, as for example was the case of our past operations in Venezuela.
See “Item 3. Key Information—Risk Factors—Risks Relating to Our Business and Operations—The emergence or continued escalation of geopolitical conflicts may have a material adverse effect on our business, financial condition, liquidity, and results of operation” for information on how the war between Russia and Ukraine, conflicts in the Middle East, and ongoing disputes in Asia may affect our business, financial condition, liquidity, and results of operations. See also “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to the War Involving Israel, the United States and the Islamic Republic of Iran” for information regarding the war among Israel, the United States and the Islamic Republic of Iran initiated after December 31, 2025, and how it could affect our business, financial condition, liquidity, and results of operation.
In Latin America, discontent with politicians, corruption, poverty, inequality and public security have been cause for numerous protests and general social unrest. Protests have sparked throughout the region in countries such as Colombia, Peru and Mexico, among others, reflecting ongoing public frustration with economic conditions, government policies, corruption, and crime. See “Item 3. Key Information—Risk Factors—Risks Relating to Our Business and Operations—Complications in relationships with local communities and different stakeholder perspectives could lead to social actions against our industry or company, including legal actions, on-the-ground protests, attacks on our assets or facilities, negative media campaigns, strikes, and social unrest.” For more information on how social protests may affect our operations. Furthermore, the region continues to be affected by the economic and political crisis of countries like Cuba, Venezuela and certain countries in Central America, which has had a major impact on the regional economy and poses an important economic, social and security risk. All of these events could disrupt our operations, affect our capacity to serve our clients, and damage our assets and/or reputation.
Social activism related to discontent with ruling governments and the economic and social conditions of the countries where we operate is another source of business disruption. Social protests and risk of labor strikes, especially when they take longer than expected, could have a negative impact on our business continuity and capacity to serve our clients.
There have also been terrorist attacks and ongoing threats of future terrorist attacks in countries in which we operate or in countries from which we source products and services. We cannot guarantee that there will not be new attacks or threats that will cause any damage to our operating units and facilities or locations, or those of our main clients or suppliers, or harm any of our employees, including members of Cemex, S.A.B. de C.V.’s Board of Directors or senior management, or lead to an economic contraction, financial markets volatility, or erection of material barriers to trade in any of our markets. An economic contraction in any of the markets where we operate could affect domestic demand for our products, which could have a material adverse effect on our business, financial condition, liquidity, and results of operations.
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As part of our risk governance approach, from time to time we evaluate the need to address the financial consequences of political or social risk through the purchase of insurance. As a result, we purchase certain types of political risk insurance policies for selected countries where we operate, and which are exposed to political turmoil, geopolitical issues or political uncertainty. These insurance policies are designed to offer some assistance to our financial flexibility to the extent that the specifics of a political incident could give rise to financial liability. However, we cannot guarantee that a given social or political event and possible changes in government policies will be covered by the political risk insurance policies we have in place, or that the amount of such insurance will be sufficient to offset the liability arising from any such events. Any such liability could have a material adverse effect on our business, financial condition, liquidity, and results of operations.
These and other political, economic, social and geopolitical issues have the potential to impact the global economy, financial markets, and the overall stability of the countries and regions in which we operate and, in turn, could materially and adversely impact our business, financial condition, liquidity, and results of operations.
The emergence or continued escalation of geopolitical conflicts may have a material adverse effect on our business, financial condition, liquidity, and results of operation.
Global markets have experienced volatility and disruption due to geopolitical tensions, including Russia’s war with Ukraine, conflicts in the Middle East, ongoing tensions in Asia, and growing threats of further escalations. Global markets may experience additional volatility and disruptions in the future.
In February 2022, Russia launched a full-scale military invasion of Ukraine, and after more than four years of conflict, hostilities continue to occur between Russia and Ukraine. Although the length and impact of the ongoing military conflict is unpredictable, the conflict in Ukraine has created and could lead to further market disruptions, including significant volatility in commodity prices, credit, and capital markets. As of December 31, 2025, comprehensive sanctions for Russian entities and officials have been enacted by the United States, the EU, the United Kingdom, Switzerland, Japan, France, New Zealand, Australia, Canada, Germany and Poland, among others, mainly against Russia and Russian individuals and companies, including agreements to remove certain Russian financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. It is uncertain whether a ceasefire agreement for this war could occur during 2026 or if a resolution to this war will occur in the future. Increased tensions could pose the risk of military action expanding to and/or mobilization by other countries in Europe.
Our operations in Egypt, Israel, and the UAE are exposed to the geopolitical tensions and conflicts in the Middle East, especially the conflicts involving Israel, the Gaza Strip, Lebanon and the Islamic Republic of Iran, and such events may disrupt our supply chain and operations or otherwise adversely affect our employees, business, financial condition, liquidity, and results of operations. See “Item 3. Key Information—Risk Factors—Risks Relating to Our Business and Operations—Potential political, economic, and military instability in Israel and the Middle East could materially and adversely affect our business, financial condition, liquidity, and results of operation.”
In Asia, ongoing tensions between North and South Korea, as well as territorial disputes among several Southeast Asian countries and China in the South China Sea continue to be a cause for social, economic, and political uncertainty and instability in the region. A major outbreak of hostilities or political upheaval in China, Hong Kong, Taiwan, North Korea, South Korea, or any other Asian nation could adversely affect the global economy, global trade and global supply chains, which could have a material adverse effect on our business, financial condition, liquidity, or results of operations.
If these conflicts further escalate, they could continue having a negative impact on the geopolitics and economy of their regions, which in turn could materially adversely affect our operations, financial condition, liquidity, and results of operations. These conflicts could have further global economic consequences, including, but not limited to, the
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possibility of severely diminished liquidity and credit availability, declines in consumer confidence, scarcity in certain raw materials and products, declines in economic growth, increases in inflation rates, volatility on energy price and availability, and uncertainty about economic and political stability. Any of the foregoing consequences, including those we cannot yet predict, may have a material adverse effect on our business, financial condition, liquidity, and results of operations.
See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to the War Involving Israel, the United States and the Islamic Republic of Iran” for information regarding the war among Israel, the United States and the Islamic Republic of Iran initiated after December 31, 2025, and how it could affect our business, financial condition, liquidity, and results of operation.
Potential political, economic, and military instability in Israel and the Middle East could materially and adversely affect our business, financial condition, liquidity, and results of operation.
We currently have significant operations in Israel, Egypt and the UAE. Accordingly, political, economic, and military conditions in Israel and the surrounding region may directly affect our operations in these countries. In recent years, Israel has been involved in sporadic armed conflicts with Hamas, an Islamist terrorist group that controls the Gaza Strip, with Hezbollah, an Islamist terrorist group that controls large portions of Southern Lebanon, with the Houthis, an Islamist terrorist group that controls most of Yemen and with Iranian-backed military forces in Syria and Iraq. Some of these hostilities were accompanied by rocket attacks from the Gaza Strip and Southern Lebanon against civilian targets in various parts of Israel, which negatively affected employees and business conditions in Israel.
In October 2023, Hamas launched an unprecedented attack through Israel’s southern border from the Gaza Strip, targeting civilian and military assets. Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign against Hamas commenced in parallel to their continued rocket and terror attacks. Furthermore, hostilities along Israel’s northern border with Hezbollah in Lebanon began in October 2023, and nonstop rocket attacks by the terrorist group lead to an accelerated military campaign in late 2024. Although a mutual ceasefire between Israel and Hezbollah was signed in November 2024, tensions remain high. In addition, throughout 2024, Iran launched two separate large-scale drone and missile attacks on Israeli territory. Throughout the Israeli-Hamas conflict, multiple ceasefire-for-hostages deals have been agreed to between the parties, with the latest taking effect in October 2025. While mediating countries are working towards ensuring a lasting ceasefire-for-hostages deal between Israel and Hamas, the intensity and duration of Israel’s current conflict with Hamas is difficult to predict, as is the Middle East conflicts’ economic implications on our business and operations and on Israel’s economy in general. In addition, tensions and conflicts between Israel and Iran and/or their terror proxies may escalate in the future and turn even more violent, which could affect the Israeli economy in general and our operations in the region.
In 2025, there were no explosions, significant security incidents, or site closures that directly impacted our employees or operations. However, sales and volumes in Israel have been materially adversely affected since the onset of the war. Our commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism. Although the Israeli government currently covers the value of direct damages that are caused by terrorist attacks or acts of war at market value before the attack or act of war, we cannot assure you that this government coverage will be maintained or that it will sufficiently cover our potential damages. Any losses or damage incurred by us could have a material adverse effect on our business.
Further, in the past, Israel and Israeli companies have been subjected to economic boycotts. Several countries still restrict business with the Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on our business, financial condition, liquidity, or results of operations. A campaign of boycotts, divestment and sanctions has been undertaken against Israel, which could also adversely impact our business.
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See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to the War Involving Israel, the United States and the Islamic Republic of Iran” for information regarding the war among Israel, the United States and the Islamic Republic of Iran initiated after December 31, 2025, and how it could affect our business, financial condition, liquidity, and results of operation.
Complications in relationships with local communities and different stakeholder perspectives could lead to social actions against our industry or company, including legal actions, on-the-ground protests, attacks on our assets or facilities, negative media campaigns, strikes, and social unrest. All these events could disrupt our operations, affect our capacity to serve our clients, damage our assets and/or reputation and may materially and adversely affect our business continuity, reputation, liquidity, and results of operations.
Although we make significant efforts to maintain good long-term relationships with our stakeholders in the geographies where we operate, there can be no assurance that certain of our stakeholders will not have different, or at times conflicting, perceptions, interpretations, interests, or objectives from ours. We may also be negatively impacted by perceptions that our industry is more polluting than others and allegations relating to human rights in our industry.
In the past, legal action has been taken against us for alleged violations of environmental laws. In 2018, a class action was filed against certain of our now former subsidiaries and affiliates in the Philippines in connection with a landslide that occurred in a community where one of our facilities is located. See “Item 4. Information on the Company—Regulatory Matters and Legal Proceedings—Environmental Matters—Philippines Environmental Class Action” for more information on these legal proceedings. The risk of similar legal actions being taken against the Company in the future cannot be disregarded and we cannot guarantee that any such legal proceedings will be resolved in a manner favorable to us.
An adverse resolution in any such legal proceedings could have a material adverse effect on our business, reputation, financial condition, liquidity, and results of operations.
On December 27, 2023, a group of activists attacked Cemex Deutschland’s Kreuzberg concrete plant. The attack damaged five mixer trucks, the mixing unit at the plant, the conveyor and one of the cement silos. Anarchist group Switch Off took responsibility for the attack. According to their statement, Cemex was targeted due the industry’s CO2 footprint, the Company’s involvement in the Berlin A100 motorway project, and its presence in Israel. In the past, assets of industry players have also been the target of invasions and attacks from activist groups, which have provoked negative economic and reputational consequences on the corresponding company and in our industry. Damage to our material assets and disruptions in our material operational facilities could have a material adverse effect on our business, reputation, financial condition, liquidity, and results of operations.
In several regions where we have operations, social protests sparking from opposition to the granting and renewal of certain government concessions, permits and licenses, including for the extraction of raw materials to mining and industrial companies, have caused delays and/or failure in obtaining such concessions, permits and licenses for the relevant companies. Government concessions, permits and licenses necessary for our operations must be periodically and frequently requested and/or renewed and similar opposition to the granting of government concessions, permits or licenses necessary for our operations may arise. As a result, we may suffer delays in securing such permits, concessions, and licenses or fail to secure them on favorable terms or at all. Failure to secure material permits, concessions, and licenses could have a material adverse effect on our business, reputation, financial condition, liquidity, and results of operations.
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Stakeholders with different or conflicting perspectives could result in further social activism with negative impacts to us, such as legal actions, on-the-ground protests, attacks to our assets or facilities, delays in legal or administrative proceedings, strikes, negative media coverage, business disruption, requests for governments to revoke or deny our concessions, licenses, or other permits, among others. Any such events could have a material adverse effect on our business, reputation, financial condition, liquidity, and results of operations.
Labor activism and unrest, or failure to maintain satisfactory labor relations, could adversely affect our results of operations.
Labor activism and unrest may adversely affect our operations and thereby adversely affect our business, financial condition, liquidity, results of operations, and prospects. Although most of our significant operations have not been affected by any significant labor disputes in the past, we cannot assure you that we will not experience labor unrest, activism, disputes, or actions in the future, including as a result of labor laws and regulations that have recently been enacted or that could come into effect in the future, some of which may be significant and could adversely affect our business, financial condition, liquidity, results of operations, and prospects. For example, in the third quarter of 2024, our operations in Colombia were materially adversely affected by a national transportation strike to protest increased fuel costs. The strike resulted in delays in the distribution of products, thereby hindering our ability to reach the targeted sales volume for that period. We cannot assure you that similar strikes or disruptions will not occur in Colombia or in other countries where we operate, potentially impacting our operations in the future.
Moreover, collective bargaining agreements covering all or part of our operations in other countries may also expire in the following years and negotiations for their renewal may be necessary. For example, the collective bargaining agreements covering all or part of our operations in Spain, Germany, Israel, and Caribbean TCL will expire or could be opted out of in 2026 or shortly thereafter, and as a result, negotiations for their renewal have taken place and/or are expected to take place in 2026 or the following years. Negotiations for the renewal of collective bargaining agreements covering all or part of our operations may or may not be successful. For a description of our most relevant collective bargaining agreements, see “Item 6. Directors, Senior Management, and Employees—Employees.”
We are subject to restrictions and reputational risks resulting from non-controlling interests held by third parties in our consolidated subsidiaries. As of the date of this annual report, we control publicly listed companies in Trinidad and Tobago and in Jamaica, where this risk is heightened.
We conduct our business mostly through subsidiaries. In some cases, third-party shareholders hold non-controlling interests in these subsidiaries. Our most important subsidiaries in which third-party shareholders held non-controlling interests as of the date of this annual report are Trinidad Cement Limited (“TCL”) and Caribbean Cement Company Limited (“CCCL”), both of which are publicly listed companies. Various disadvantages may result from the participation of non-controlling shareholders whose interests may not be aligned with ours. Some of these disadvantages may, among other things, result in our inability to, or complicate our ability to, implement organizational efficiencies, execute any shareholder returns in the form of dividends, share buybacks or other form, divest or acquire assets, contribute capital to such publicly listed subsidiaries to achieve operational improvements, and transfer cash and assets from one subsidiary to another in order to allocate assets most effectively. In addition, we are also exposed to third-party shareholders initiating different actions or proceedings against us as controlling shareholders on corporate and corporate governance related matters, such as tender offer or divestment procedures, which could also harm our reputation and have an adverse effect on our business, liquidity, financial condition and results of operations.
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High energy and fuel costs have had and may continue to have a material adverse effect on our business, financial condition, liquidity, and results of operation.
Energy and fuel costs represent an important part of our cost structure. The price and availability of energy and fuel are generally subject to factors, such as market volatility, inflation, and geopolitical developments, including, but not limited to wars, which have in the past affected, and may continue to materially and adversely affect, our business, financial condition, liquidity, and results of operation. If third-party suppliers fail to provide to us the required amounts of energy or fuel under existing agreements, we may need to acquire energy or fuel at an increased cost from other suppliers to fulfill contractual commitments with third parties or for use in our operations. Governments in several countries in which we operate are working to reduce energy subsidies, introduce or tighten clean energy obligations or impose excise taxes and carbon emission caps, which could increase energy costs and have a material adverse effect on our business, financial condition, liquidity, and results of operations.
See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to the War Involving Israel, the United States and the Islamic Republic of Iran” for information regarding the war among Israel, the United States and the Islamic Republic of Iran initiated after December 31, 2025, and how it could affect our business, financial condition, liquidity, and results of operation.
Our commitment to transition to and increase the use of alternative energy sources and fuels may limit our flexibility to use energy sources and fuels that may be more cost-effective and require us to incur more in capital expenditures and investments than we currently have planned. However, if our efforts to increase our use of alternative fuels are unsuccessful, due to their limited availability, price volatility or otherwise, we would be required to use traditional fuels, which may be more expensive at any given time and increase our energy and fuel costs. Also, any such failure may cause us not to achieve the targets under our current “Future in Action” climate action and nature program and certain key performance indicators provided for in our sustainability-linked financing arrangements, which, among other adverse effects, would damage our reputation and give rise to an increase in our cost of capital. Any of these could have a material adverse effect on our business, financial condition, liquidity, and results of operations. See “Item 4. Information on the Company—Regulatory Matters and Legal Proceedings—Energy Procurement” for a description of certain changes in the laws and regulations governing the energy, electricity and hydrocarbons sectors which have been enacted, have undergone or are undergoing constitutional challenges or approval procedures, and which may result in increased costs for our business, which may in turn have a material adverse effect on our business, financial condition, liquidity, and results of operations. See “Item 3. Key Information—Risk Factors—Risks Relating to Our Business and Operations—Economic conditions globally, including persistently elevated inflation and interest rates, particularly in countries where we operate, have affected and may continue to adversely affect our business, financial condition, liquidity, and results of operations” for more information on the current inflationary environment.
We are increasingly dependent on information technology and our systems and infrastructure, as well as those provided by third-party service providers, face certain risks, including cyber-security risks, which if materialized, could materially and adversely affect our business, financial condition, liquidity, and results of operation.
We increasingly rely on a variety of information technology and cloud services, on a fully digital customer integration platform, such as Cemex Go, and on automated operating systems to manage and support our operations, as well as to offer our products to our customers. The proper functioning of this technology and these systems is critical to the efficient operation and management of our business, as well as for the sales generated by our business. Our systems and technologies may require modifications or upgrades as a result of technological changes, growth in our business and to enhance our business security. These changes may be costly and disruptive to our operations and could impose substantial demands on our systems and increase system outage time. Our systems and technology, as well as those provided by our third-party service providers, such as International Business Machines Corporation (“IBM”),
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Microsoft and HCL Technologies, among others, may be vulnerable to damage, disruption or intrusion caused by circumstances beyond our control, such as physical or electronic break-ins, catastrophic events, power outages, natural disasters, computer system or network failures, security breaches, computer viruses and cyber-attacks, including malicious codes, worms, ransomware, phishing, denial of service attacks and unauthorized access. For example, our digital solutions to improve sales, customer experience, enhance our operations and increase our business efficiencies could be impeded by such damages, disruptions or intrusions. Furthermore, while we expect to further integrate digital technologies into our operations as part of our Digital Forward transformation initiative and believe this is likely to assist us in fulfilling our strategic priorities, these integration efforts and the engagement of additional technology service providers and systems in our operations as part of Digital Forward could increase our exposure to these risks. See “Item 4. Information on the Company—Other Relevant Topics—Digital Forward” for more information on Digital Forward and the related technologies, service providers and systems engaged as part of this digital transformation initiative. To try to minimize such risks, we safeguard our systems and electronic information through a set of cyber-security controls, processes, and a monitoring service to attend to potential breaches. In addition, we also have disaster recovery plans in case of incidents that could cause major disruptions to our business. However, these measures may not be sufficient or we may be unable to efficiently enable them when required, and our systems have in the past been subject to certain minor intrusions that did not result in a material breach or material impact to the Company, including distributed denial of service attacks, unauthorized access attempts, brute force attacks and phishing. As of the date of this annual report, (i) we are certified under and compliant with the International Organization for Standardization (“ISO”) 27001:2022 standards for information security management systems to preserve the confidentiality, integrity and availability of data; (ii) we are certified under the Payment Card Industry security standard, which establishes requirements for the secure processing, storage, and transmission of credit card information for e-commerce transactions; and (iii) the majority of our cement plants received the ISO 27001:2022 certification. However, we cannot assure that we will always be able to retain or renew these certifications or that our systems will not be subject to certain intrusions. In a global business environment that relies on complex digital networks, cybercriminals are often outpacing a company’s ability to prevent and manage cyberthreats. The digitalization of global supply chains creates new risks as they increasingly rely on technology and other third parties. Additionally, the integration of newly acquired assets and businesses to Cemex’s network may take time to implement and therefore the period between the acquisition and integration could pose a security risk to Cemex’s current infrastructure, business, and operation. The divestment of businesses could also pose a cybersecurity threat to Cemex’s business and operation, as third parties may be granted limited access to Cemex’s current technology infrastructure as part of transition agreements entered into as part of divestments.
Leveraging digital technology throughout our operations is a fundamental component of our latest cost cutting initiative, Project Cutting Edge. Our failure or inability to take advantage of these technologies, or any failure or malfunction of these technologies may lead to us being unable to realize the expected benefits from this initiative. Failure to achieve the results intended with the implementation of Project Cutting Edge could have a material adverse impact on our business, financial condition, liquidity, results of operations, and prospects.
During 2025, there was a global trend of an increase in security threats, including, but not limited to, phishing and social engineering, smishing, ransomware campaigns, AI-powered attacks and supply chain attacks, among others. While we have invested in the protection of our data and information technology to reduce these risks and periodically test the security of our information systems network, there can be no assurance that our efforts will prevent breakdowns or breaches in our systems that could have a material adverse effect on our financial condition, results of operations and liquidity. Any of our vendors’ and third-party service providers’ failure to maintain the security of the data we are required to protect could result in damage to our reputation, financial obligations to third parties, fines, penalties, regulatory proceedings and private litigation with potentially large costs, and also in deterioration in customers’ confidence in us and other competitive disadvantages. While, to date, we have not had a significant cybersecurity breach or attack that has a material impact on our business or results of operations, there can be no
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assurance that our efforts to maintain the security and integrity of our information technology networks and related systems will be effective or that attempted security breaches or disruptions would not be successful or damaging.
As of December 31, 2025, Cemex Go had more than 63,100 customers across the countries in which we do business, and through Cemex Go we receive approximately 60% of our main product orders which represent 65% of our total global sales. As the penetration and adoption of Cemex Go and our other digital platforms and systems progresses, the impact of any related incident or disruption is likely to increase. Any significant information leakages or theft of information, or any unlawful processing of personal data, could affect our compliance with data privacy laws and make us subject to regulatory action, including substantial fines and private litigation with potentially large costs, and could damage our relationship with our employees, customers, and suppliers, which could have a material adverse impact on our business, financial condition, liquidity, results of operations, and prospects.
Furthermore, in June 2025, our insurance program was renewed for 12 additional months. This program includes insurance coverage that, subject to its terms and conditions, is intended to address certain costs associated with cyber incidents, network failures, and data privacy-related concerns. Nevertheless, this insurance coverage may not, depending on the specific facts and circumstances surrounding an incident, cover all losses or types of claims that may arise from an incident or the damage to our reputation or brands that may result from an incident. However, any significant disruption to our systems could have a material adverse effect on our business, financial condition, liquidity, and results of operations, and could also harm our reputation.
The development and adoption of AI, including generative AI, and its use by us or use or misuse by third parties, may increase the financial and operational risks or create new financial or operational risks that we are not currently anticipating.
AI technologies offer potential benefits in areas such as customer service personalization and process automation, and we expect to use AI and generative AI to help deliver products, services and support critical functions. We also expect third parties on whom we rely on to do the same. While AI and generative AI offer benefits to our business, the use of AI and generative AI has become a concerning risk in the global landscape. AI and generative AI may be misused by our users or by such third parties. This risk is heightened as the technology’s relative newness, rapid evolution, and widespread adoption outpace the development of regulatory frameworks and standards governing its use, creating challenges for organizations to maintain compliance with data protection and privacy laws. For example, in 2025, cybercriminals utilized AI to develop highly sophisticated phishing campaigns and social engineering attacks. These AI-generated traps are harder to detect, significantly increasing the risk of compromise. The use of generative AI to produce deep-fakes and other forms of impersonation is also becoming increasingly prevalent. The misuse of these technologies could expose us to legal or regulatory risk, damage customer relationships, or cause reputational harm. Our competitors may adopt AI or generative AI more quickly or effectively than us, potentially affecting our competitive position. Given that generative AI technology is so new, many of the potential risks of generative AI are currently unknowable; however, specific risks relating to AI and generative AI could include, among others: (i) Reputational Damage: AI can create convincing fake images, videos, and text that can be used to deceive people. Malicious actors could use AI to create deepfakes of members of our Board of Directors, members of our senior management or other employees, clients or suppliers stating information that deviate from actual events or manipulate financial documents, leading to loss of customer trust and significant reputational damage. Moreover, the use of AI trained on inaccurate data sets could result in inaccurate or biased decisions; (ii) Fraudulent Activity: AI could be used to create forged documents or impersonate individuals to commit financial fraud, leading to financial losses and regulatory scrutiny; (iii) Misinformation and Disinformation: The ability to generate realistic and convincing synthetic media could be used to spread misinformation and disinformation, impacting public opinion and undermining trust in the financial system; (iv) Privacy Concerns: AI could be used to create synthetic identities or manipulate personal data, raising privacy concerns and potentially violating data protection regulations; and (v) Cybersecurity Threats: AI
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could be used to create sophisticated phishing attacks or bypass security measures, increasing the risk of cyberattacks and data breaches. If any of the foregoing were to occur, a material adverse effect on our business, financial condition, liquidity, results of operations, and reputation could materialize.
We may not be able to realize the expected benefits from our portfolio rebalancing or any divestments, acquisitions, investments or joint ventures, some of which may have a material impact on our reputation, business, financial condition, liquidity, and results of operations. Any failure to realize expected benefits from the bolt-on acquisitions of our business strategy heightens this risk.
Our ability to realize the expected benefits from any divestments, acquisitions, investments, joint ventures or partnerships depends, in large part, on our ability to allocate funds and integrate acquired operations with our existing operations in a timely and effective manner or on our ability to impact financial results or operations of or properly manage, together with any partners, any joint venture business, partnership or other business where we hold an investment. These efforts may not be successful. Although we have disposed of assets in the past and may continue to do so to reduce our overall leverage and rebalance our portfolio, certain of our debt instruments have in the past restricted, and may in the future restrict, our ability to make certain investments or divest substantial assets. We may in the future acquire new operations or enter into joint ventures or investments and integrate such operations or assets into our existing operations, and some of such acquisitions, joint ventures, or investments may have a material impact on our business, financial condition, liquidity, and results of operations. We cannot assure you that we will be successful in executing divestments, acquisitions or investments, in allocating funds from such divestments or investments or in identifying or acquiring suitable assets in the future, or that the terms under which we may invest, dispose of or acquire any assets or enter into joint ventures in the future would be favorable to us or that we will be able to find suitable buyers for our divestments or partners for our joint ventures at all.
We may also fail to achieve any anticipated cost savings from any divestment, acquisitions, joint ventures or investments. We have announced that the portfolio rebalancing efforts that are a part of our strategic priorities are expected to include a variety of bolt-on investments, divestments, and acquisitions, which include divestments and acquisitions in different reportable segments. For example, in 2024 and 2025 we sold our remaining stake in Neoris N.V. (“Neoris”) and our operations in the Philippines, Guatemala, the Dominican Republic and Panama. During the same period, we acquired in Germany a majority stake in RC-Baustoffe Berlin GmbH & Co. KG, a recycling company part of the Heim Group. Additionally, in the United States, we entered into and then increased our stake to a majority in a joint venture agreement with sand and gravel supplier, Couch, and marine bulk product distributor, Premier Holdings, as part of our ongoing strategy to accelerate growth in the region and expand our aggregates business.
We expect to continue our portfolio rebalancing efforts in 2026. Failure to realize the expected benefits from these divestments and acquisitions, if at all made, would cause us to not achieve certain of our strategic goals and, in turn, our business, financial condition, liquidity, and results of operations could be materially and adversely affected.
We have adopted a sustainability strategy we consider to be ambitious. Our sustainability strategy includes the targets of our current “Future in Action” climate action and nature program and some of these targets are replicated as key performance indicators in our sustainability-linked financing arrangements. Failure to reach these goals may expose us to certain risks that could have a material adverse effect on our reputation, business, financial condition, liquidity, and results of operations.
Our sustainability strategy is underpinned by certain objectives that we are pursuing to achieve by 2030 and 2050, respectively. We may not be successful in reaching our sustainability goals as a result of a number of factors,
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including our inability to obtain project grants or obtain appropriate external funding or other factors that may be beyond our control. Failure to meet our sustainability goals exposes us to several risks, including: (i) financial risk: if our efforts to achieve our sustainability goals are unsuccessful or reduce our profitability, among other adverse effects, this could damage our operating results and give rise to an increase in our cost of capital and debt; and (ii) reputational risk: our reputation, and business, could be negatively impacted if we fail, or are perceived to have failed, in timely meeting these sustainability targets, or fail to realize the anticipated benefits of planned investments and technology innovations related to sustainability. Such failure or perceived failure could adversely impact the demand for our products and subject us to liabilities and reputational risks that could in turn adversely affect our business, financial condition, and results of operations.
Achieving our sustainability goals could cause us to incur substantial expense and alter our operations, certain other capital or operational expenditures or product development processes. The incurrence of these financial obligations, expenditures and the making of these decisions may be non-optimal from a financial perspective, expensive, inconsistent with the expectations of investors and any longer-term benefits may not materialize within the time frame we expect or at all, which could harm our business, revenue, and financial results. We plan to continue investing in our sustainability strategy to develop and advance such projects through our capital expenditures to achieve our sustainability goals. We may continue to require external financing to pay our operating and general and administrative expenses, continue the advancement of our sustainability strategy, and fund our other projects. To the extent we rely on external financing, we may incur additional material financial obligations to repay the funds borrowed with interest to finance our sustainability strategy and may become subject to covenants and restrictions that restrict operating flexibility. Any of this, individually or in aggregate, could have a material adverse effect on our business, financial condition, liquidity, and results of operations.
In addition, as a result of general economic conditions, the state of our business, operations and financial results, and/or on the cost and effectiveness of technologies that are available, we may decide to prioritize other type of investments in our business over investments related to our current “Future in Action” climate action and nature program, which could delay us from meeting, or lead us to abandon, our 2030 and 2050 targets or any intermediate target under our current “Future in Action” climate action and nature program.
A substantial amount of our total assets consists of intangible assets, including goodwill. We have recognized charges for goodwill impairment in the past, and during 2025, we recognized a non-cash goodwill impairment loss. If market or industry conditions deteriorate further in the future, additional impairment charges may be recognized.
Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report, have been prepared in accordance with IFRS as issued by the IASB, under which goodwill is not amortized and is tested for impairment. Tests for impairment are carried out when indicators exist or at least once a year during the fourth quarter of each year and are performed by determining the value-in-use of its groups of cash-generating units (“CGUs”) to which goodwill balances have been allocated. The recoverable amount is determined by taking the higher of the value in use, which is calculated as the net present value of estimated future cash flows over five years plus terminal value, or the fair value of the group of CGUs if it can be measured. An impairment loss is recognized under IFRS if the recoverable amount is lower than the net book value of the groups of CGUs to which goodwill has been allocated within other expenses, net. We determine the discounted amount of estimated future cash flows over periods of five years. If the value in use of a group of CGUs to which goodwill has been allocated is lower than its corresponding carrying amount, we determine its corresponding fair value using methodologies generally accepted in the markets to determine the value of entities, such as multiples of Operating EBITDA and/or by reference to market transactions.
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Impairment tests are significantly sensitive to, among other factors, the estimation of future prices of our products, the development of operating expenses, local and international economic trends in the construction industry, the long-term growth expectations in the different markets, as well as the discount rates and the growth rates in perpetuity applied. For purposes of estimating future prices, we use, to the extent available, historical data; plus the expected increase or decrease according to information issued by trusted external sources, such as national construction or cement producer chambers and/or in governmental economic expectations. Operating expenses are normally measured as a constant proportion of revenue, following experience. However, such operating expenses are also reviewed considering external information sources in respect of inputs that behave according to international prices, such as oil and gas. We use specific pre-tax discount rates for each group of CGUs to which goodwill is allocated, which are applied to pre-tax cash flows. The amounts of estimated undiscounted cash flows are significantly sensitive to the growth rates in perpetuity applied. The higher the growth rate in perpetuity applied, the higher the amount of undiscounted future cash flows by group of CGUs obtained. Moreover, the amounts of discounted future cash flows are significantly sensitive to the weighted average cost of capital (discount rate) applied. The higher the discount rate applied, the lower the amount of discounted estimated future cash flows by group of CGUs obtained.
We performed our annual goodwill impairment test during the fourth quarter of 2024 and 2025. For the year ended December 31, 2025, we recognized non-cash goodwill impairment losses of $430 million, comprised of $307 million related to our operations in the United States and $123 million related to our operations in Colombia. In both cases, the impairment resulted from the carrying amount of the corresponding groups of CGUs exceeding their respective value in use determined based on discounted projected cash flows. The impairment losses recognized in 2025 were primarily driven by higher discount rates compared to 2024 used to estimate the value in use of the respective CGUs. In the United States, these losses were also partially attributable to lower projected cash flows. For the year ended December 31, 2024, we did not recognize any goodwill impairment losses considering that, in most cases, our cash flows projections by CGU to which our goodwill balances have been allocated slightly improved compared to 2023. This was mainly due to reductions in the applicable discount rates, which on a weighted average decreased 70 basis points in 2024, or 0.7%, compared to 2023, while the generation of our Operating EBITDA is generally expected to remain flat as a result of geopolitical uncertainty, among other factors. See notes 8, 17.1 and 17.2 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report. Considering the important role that economic factors play in testing goodwill for impairment, we cannot assure that any downturn in the economies where we operate will not necessitate further impairment tests and a possible downward readjustment of our goodwill for impairment under IFRS. Such an impairment test could result in impairment charges which could be material to our financial statements, which could have a material adverse effect on our financial condition.
The failure of any bank in which we deposit our funds could have an adverse effect on our financial condition.
We currently have cash and cash equivalents deposited in several financial institutions significantly in excess of federally insured levels. If any of the financial institutions in which we have deposited funds ultimately fails, we may lose our deposits over $250,000 at such financial institutions in the United States, or over different amounts in other countries in which we have bank accounts, and/or we may be required to move our accounts to another financial institution, which could cause operational difficulties, such as delays in making payments to our partners and employees, which could have an adverse effect on our business and financial condition.
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Activities in our business can be hazardous and can cause injury to people, damage to property or disruptions in production in certain circumstances. They are also subject to significant regulations, including as relates to the protection of human health, safety and the environment. These regulations continue to evolve and, in some locations, are becoming increasingly stringent. Compliance with existing or future regulations could have a material adverse effect on our reputation, business, financial condition, liquidity, and results of operations.
Most of our production facilities and units, as well as mineral extraction locations, require individuals to work with chemicals, equipment and other materials that have the potential to cause fatalities, harm and injury when used without due care. An accident, injury or ground control event that occurs at our facilities could result in disruptions to our business and operations and could have legal and regulatory, as well as reputational, consequences. In particular, aggregates mining involves risks such as pit wall failures, pillar or ceiling collapse, flooding, and seismic events related to geologic conditions and our mining activities. Any ground control event could lead to serious injuries, loss of life, equipment damage, production delays or cessation, and increased operating costs. As a result, of any of the aforementioned occurrences, we may be required to compensate individuals or incur other costs and liabilities, any and all of which could have a material adverse impact on our reputation, business, financial condition, liquidity, results of operations, and prospects.
Additionally, cement production raises a number of health and safety issues. As is the case with other companies in our industry, some of our aggregate products contain varying amounts of crystalline silica. Also, some of our construction and material processing operations release, as dust, crystalline silica that is in the materials being handled. Prolonged inhalation of very small-sized particles of crystalline silica has allegedly been associated with respiratory disease (including silicosis). Additionally, prolonged exposure to chemicals, such as those employed occasionally during the elaboration of some of our products, has also been associated with various health issues. As part of our annual due diligence, we work with our stakeholders to verify that certain health and safety protocols are in place with regards to the management of silica and its health effects, as well as in relation to other substances and products. Nonetheless, any health issues related to cement and aggregates production or construction and material processing can result in claims related to exposure to these products or substances, which could have a material adverse impact on our reputation, business, financial condition, liquidity, results of operations, and prospects.
Other health and safety issues related to our business include: burns arising from contact with hot cement kiln dust or dust on preheater systems; airborne hazards related to our aggregates mining activities; noise, including from chutes and hoppers, milling plants, exhaust fans, and blowers; the potential for dioxin formation if chlorine-containing alternative fuels are introduced into kilns; plant cleaning and maintenance activities involving working at elevated heights or in confined or other awkward locations, and the storage and handling of coal, pet coke, and certain alternative fuels, which, in their finely ground state, can pose a risk of fire or explosion; and health hazards associated with operating ready-mix concrete trucks. While we have various system trainings and modules in place to meet our health and safety goals, there can be no assurance that these efforts will be entirely effective. We may also be exposed to liability resulting from injuries or fatalities involving third-party service providers, such as drivers for our suppliers when delivering products or services to us. While we actively seek to minimize the risk posed by these issues, personal injury claims may be made, and substantial damages awarded, against us, which could have a material adverse impact on our reputation, business, financial condition, liquidity, and results of operations. Additionally, we may also be required to change our operational practices, involving material capital expenditure.
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The introduction of or failure to introduce construction material substitutes or alternative forms of cement, ready-mix concrete, or aggregates into the market and the development of or failure to develop new construction techniques and technologies could have a material adverse effect on our business, financial condition, liquidity, and results of operations and could have an impact in our sustainability targets.
Materials such as plastic, aluminum, ceramics, glass, wood, and steel can be used in construction as a substitute for cement, ready-mix concrete, or aggregates. In addition, other construction techniques, such as the use of dry wall, and the integration of new technologies in the construction industry, such as 3D printing, mini-mills, and mobile plants, and changes in housing preferences could adversely impact the demand and price for our cement, ready-mix concrete, and/or aggregates. Furthermore, research aimed at developing new construction techniques and modern materials and digitalizing the construction industry may introduce new products and technologies in the future that could reduce the demand for and prices of our products.
On the other hand, our efforts to introduce new products or products with non-traditional compositions (such as our Vertua portfolio of products with sustainable attributes such as lower carbon, energy efficiency, water conservation, use of recycle materials, and design optimization) or to develop and market new construction techniques and technologies (including those within our Urbanization Solutions, as well as our innovation initiatives through Cemex Ventures, Global Research and Development, and Global Operations and Technical) are not only aimed at increasing our operating results, but are also relevant to the targets of our current “Future in Action” climate action and nature program and certain key performance indicators provided for in our sustainability-linked financing arrangements. Therefore, if our efforts to introduce these products and construction techniques and technologies are unsuccessful or unprofitable, among other adverse effects, this would damage our operating results and reputation and give rise to an increase in our cost of capital.
Any of the above, individually or in the aggregate, could have a material adverse effect on our business, financial condition, liquidity, and results of operations.
We operate in highly competitive markets with numerous players employing different competitive strategies and if we do not compete effectively, our revenues, market share, business and results of operations may be affected.
The markets in which we operate are highly competitive and are served by a variety of established companies with recognized brand names, companies that have more capital to allocate to their business, operations and commercial activities than compared to us, as well as new market entrants and increasing imports. Companies in these markets compete based on a variety of factors, often employing strong pricing strategies to gain market share. For example, in the relatively consolidated cement and ready-mix concrete industries, our business strategy is based on quality, client segmentation, value proposition, and superior customer experience. In the more fragmented market for aggregates, our business strategy is based on capacity, price for our products, and our customer centric culture. In certain areas of the markets in which we compete, some of our competitors may be more established, benefit from greater brand recognition or have greater manufacturing and distribution channels and other resources than we do or offer a better customer experience than we do. In addition, if our competitors were to combine, which they have done in the past (e.g., Holcim Group (“Holcim”) and Lafarge), they may be able to compete more effectively with us, and they may also dispose of assets, which could lead to new market entrants, increasing competition in our markets. In the last year, mergers and acquisitions transactions played an important role in the markets where we operate. For example, in 2025, CRH announced that they had entered into an agreement to acquire Eco Material Technologies in North America for a total consideration of $2.1 billion. Additionally, Martin Marietta and Quikrete executed an asset swap for the exchange of certain cement and concrete assets for aggregates assets. The same day, Martin Marietta announced the acquisition of Premier Magnesia LLC, a privately-owned producer of magnesia-based products with operations in the United States. Furthermore, Holcim completed the spin-off of its North American business and listed
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the company in the New York Stock Exchange (the “NYSE”) under the name Amrize Ltd. The extent of the impact these transactions will have in the region or other regions within the markets in which we operate remains uncertain. We also have, and have previously had, commercial relations with some of the parties involved in these transactions, and we cannot be certain that, following these transactions, such parties or their acquirors will be willing to maintain or resume a commercial relationship with us. In addition, if any of our major competitors divest assets in different parts of the world, this may lead to increased competition in the markets in which we operate. It is unclear how competitors that could potentially acquire those assets will compete in the markets in which we operate. Some may use strategies based on imports and pricing that could be damaging to our industry’s profitability and, as a consequence, our results of operations. In addition, asset optimization by buyers of the disposed assets could result in an operational cost advantage. As a result, if we are not able to compete effectively, we may lose market share, potentially substantially, in the countries in which we operate, and our revenues could decline or grow at a slower rate and our business and results of operations would be harmed, which could have a material adverse effect on our business, financial condition, liquidity, and results of operations.
We may fail to secure certain materials required to run our business, or could secure them at higher prices, which could have a material adverse effect on our business, financial condition, liquidity, and results of operations.
We increasingly use in most of our business certain by-products of industrial processes produced by third parties, such as pet coke, fly ash, slag and synthetic gypsum, among others, as well as natural resources such as water. While we are not dependent on any particular suppliers, we try to secure the supply of the required materials, products or resources through long-term renewable contracts and framework agreements, which allow us to better manage supplies. Short-term contracts are entered into in certain countries where we operate. Should existing suppliers cease operations or reduce or eliminate production of these by-products (mainly fly ash from coal-fired power plants or slags from steel-making), or should for any reason any suppliers not be able to deliver to us the contractual quantities, or should laws and/or regulations in any region or country limit the access to or impose trade barriers, such as tariffs, on these materials, products, reserves or resources, or tariffs or similar charges by governments on the use of vehicles and vessels used to transport materials, sourcing costs for these materials could increase significantly or require us to find alternative sources for these materials, which could have a material adverse effect on our business, financial condition, liquidity, results of operations, and prospects. In particular, scarcity and quality of natural resources (such as water and aggregates reserves) in some of the countries where we operate could have a material adverse effect on our financial condition, operations, costs and results of operations.
Failure to secure materials required to run our business may also arise from our or our supplier’s delay or failure in maintaining, obtaining or renewing governmental or other approvals, concessions, licenses and permits for the conduct of business, which may in turn have a material adverse effect on our business, financial condition, liquidity, results of operations, and prospects. See “Item 3. Key Information—Risk Factors—Risks Relating to Regulatory and Legal Matters-We or our third-party providers may fail to maintain, obtain, or renew, or may experience material delays in obtaining, requisite governmental or other approvals, licenses, and permits for the conduct of our business” and “Item 3. Key Information—Risk Factors—Risks Relating to Our Business and Operations—Political, social, and geopolitical events, changes in public policies and other risks in some of the countries where we operate, which are inherent to the operations of an international company, could have a material adverse effect on our business, financial condition, liquidity, and results of operations” for a description of circumstances which may cause such delays or failures.
See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to the War Involving Israel, the United States and the Islamic Republic of Iran” for information regarding the war among Israel, the United States and the Islamic Republic of Iran initiated after December 31, 2025, and how it could affect our business, financial condition, liquidity, and results of operation.
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Our operations and ability to source products and materials can be affected by adverse weather conditions, hydrometeorological and geological hazards such as hurricanes, flash floods, earthquakes, and/or natural disasters, including climate change, which could have a material adverse effect on our business, financial condition, liquidity, and results of operations.
Construction activity, and thus demand for our products, decreases substantially during periods of cold weather, when it snows or when heavy or sustained rainfalls occur, or generally, in any rainy and snowy weather. Consequently, demand for our products is significantly lower during the winter or raining and snowing seasons in the countries in which we operate and do business. Generally, winter weather in our European and North American operations significantly reduces our first quarter sales volumes, and to a lesser extent our fourth quarter sales volumes. Sales volumes in these and similar markets generally increase during the second and third quarters because of normally better weather conditions. However, high levels of rainfall and/or snow can also adversely affect our operations during these periods, as well as our access to products and materials used in our operations.
Natural disasters and adverse weather conditions throughout 2025, including but not limited to hurricanes and inclement weather in many of our key markets had, and in the future could have a negative impact on our sales volumes, which could also have a material adverse effect on our results of operations. Our operations, particularly in Florida and Texas, the Caribbean and certain parts of the Gulf of Mexico, are exposed to hurricanes and similar weather events. Particularly, in the first quarter of 2025, our operating EBITDA in the United States declined significantly year-over-year due to unusually cold weather in many of our key markets, including freeze conditions in January. Moreover, for the same period, our aggregates volumes decreased in part due to inclement weather. Similarly, in the fourth quarter of 2025, Operating EBITDA performance in the SCA&C segment reflects the impact of Hurricane Melissa in Jamaica. These quarterly results underscore the cumulative impact of weather-related disruptions. For the years ended December 31, 2025, 2024 and 2023, the Company’s other expenses, net in the income statement, include expenses and losses associated with severe weather conditions of $2 million, $9 million and $3 million, respectively, in Mexico and the United States in 2025, in Mexico and the United States in 2024 and in the United States in 2023. These events generated incremental costs related to power and gas consumption costs and additional parts replacement, but these costs could be materially higher in case the frequency and severity of any weather event increases, in particular as a result of climate change. Additionally, such events may lead to: (i) the destruction of or damage to our facilities and infrastructure, leading to operational disruptions; (ii) damages or evacuations affecting our workforce and communities, leading to staffing shortages and production stoppages; (iii) disruptions in supply chains and transportation networks, potentially causing delays or shortages of critical materials and services; (iv) increased costs for materials and services due to scarcity and emergency response measures; (v) significant damage to transportation infrastructure, such as roads and ports, hindering the movement of goods and personnel; (vi) decreased consumer spending, negatively impacting demand for our products and services; (vii) a slowdown in economic activity, particularly in sectors like construction, which are vital for our business; (viii) challenges in accessing financing due to increased market volatility and risk aversion; (ix) potential liquidity issues if operational cash flow is disrupted and access to credit becomes more constrained; (x) difficulties in refinancing debt under favorable terms, if at all, due to market disruptions; and (xi) challenges in meeting or renegotiating the terms of financial obligations, including covenants in credit agreements. The duration and severity of the impacts of these natural disasters are even more unpredictable and could have prolonged adverse effects on our operations and financial condition, especially if such events become more frequent or severe due to climate change.
In general, decreases in sales volumes because of weather events or natural disasters are usually counterbalanced by the increase in the demand for our products during the reconstruction phase, unless any of our operating units or facilities are impacted by the natural disaster, or if our access to our sources of raw materials and the general supply chain is also affected. Such adverse weather conditions and natural disasters can have a material adverse effect on our business, financial condition, liquidity, and results of operations if they occur with unusual intensity, during
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abnormal periods, or last longer than usual in our major markets, or if they cause scarcity and increases in the cost of the products we need to run our business, especially during peak construction periods.
We could be materially and adversely affected by any significant or prolonged disruption to our production facilities, which could impact our business, financial condition, liquidity, and results of operations.
Any prolonged and/or significant disruption to our production facilities, whether due to repair, maintenance or servicing, governmental or administrative actions, regulatory issues, civil unrest, industrial accidents, unavailability or excessively high cost of raw materials such as energy to the point of making it inefficient to run our production facilities, mechanical equipment failure, human error, natural disaster, cyber-attack to our systems, public health threat or otherwise, could disrupt and adversely affect our operations. Additionally, any major or sustained disruptions in the supply of utilities such as water, gas or electricity or any fire, flood, earthquake, hurricane, volcanic eruption, landslide, blizzard or other natural calamities or communal unrest or acts of terrorism may disrupt our operations or damage our production facilities or inventories and could have a material adverse effect on our business, financial condition, liquidity, and results of operations. We typically shut down our facilities to undertake maintenance and repair work at scheduled intervals. Although we schedule shutdowns such that not all our facilities are shut down at the same time, the unexpected shutdown or closure of any facility or the unexpected prolongation for unforeseen reasons of any scheduled shutdown or temporary closure, may nevertheless materially affect our business, financial condition, liquidity, and results of operations from one period to another.
Our insurance coverage may not cover all the risks to which we, our board members, officers and employees may be exposed or may cover them to an amount that may not be sufficient to satisfy our requirements.
Among others, we face the risks of fatalities and injury of our employees and contractors, loss and damage to our products, property and machinery due to, among other things, public health threats, fire, theft and natural disasters such as floods, and also face risks related to cybersecurity-and politically related matters. Such events may cause a disruption to, or cessation of, our operations and business. Our insurance coverage may not be sufficient to cover all of our potential losses and liabilities. In addition, our insurance coverage may not cover all the risks to which we may be exposed, such as all risks related to pandemics and/or epidemics (such as COVID-19), cybersecurity incidents, wars, and political risk. If our losses exceed our insurance coverage, or if we are not covered by the insurance policies we have taken up, we may be liable to cover any shortfall or losses. Our insurance premiums may also increase substantially because of such claims. Such circumstances could have a material adverse effect on our business, liquidity, financial condition, and results of operations.
See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to the War Involving Israel, the United States and the Islamic Republic of Iran” for information regarding the war among Israel, the United States and the Islamic Republic of Iran initiated after December 31, 2025, and how it could affect our business, financial condition, liquidity, and results of operation.
Our success depends largely on the strategic vision and actions of Cemex, S.A.B. de C.V.’s Board of Directors and on key members of our executive management team and the availability of a specialized workforce.
Our success depends largely on the strategic vision and actions of Cemex, S.A.B. de C.V.’s Board of Directors and on key members of our executive management team. The loss of some or all of Cemex, S.A.B. de C.V.’s directors or our senior management could have a material adverse effect on our business, financial condition, liquidity, and results of
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operations, as well as on our reputation. Although Cemex, S.A.B. de C.V.’s shareholders have appointed new members of the Board of Directors, at times including to replace outgoing board members, we cannot assure you that this will continue to occur nor that the current structure and composition of Cemex, S.A.B. de C.V.’s Board of Directors will be maintained, in particular within the framework of any corporate government enhancements that Cemex, S.A.B. de C.V. may implement. In 2025, the composition of the Board of Directors changed and we hired a new Chief Executive Officer and members of senior management. We cannot assure you that the current structure and composition of our Board of Directors or senior management will be maintained or that they will be successful in reaching our business goals.
The execution of our business strategy also depends on our ongoing ability to attract and retain highly skilled employees. For a variety of reasons, particularly due to the competitive environment and the limited availability of skilled labor, we may not be successful in attracting and retaining the personnel we require. In addition, the availability of trained and skilled transportation operators and drivers is at times lacking in certain countries in which we operate, including, but not limited to, in the United States. Consequently, the manufacturing and distribution of our products may be adversely affected if we are unable to hire or train persons to perform such tasks. If we are unable to hire, train and retain qualified employees at a reasonable cost, we may be unable to successfully operate our business or capitalize on growth opportunities and, as a result, our business, financial condition, liquidity, and results of operations could be materially and adversely affected.
Future pandemics and epidemics could materially adversely affect our financial condition and results of operations.
Any future pandemics and epidemics may cause governments and health authorities around the world to implement measures attempting to contain and mitigate its spread and effects, including measures similar, but not limited to, those implemented during the COVID-19 pandemic. Measures previously implemented in connection with past pandemics and epidemics have resulted and/or may result in: (i) restrictions on, or suspended access to, or shutdown, or suspension or the halt of, our facilities, including our cement plants and grinding mills; (ii) staffing shortages, production slowdowns, or stoppages and disruptions in our delivery systems; (iii) disruptions or delays in our supply chains, including shortages of materials, products, and services on which we and our businesses depend; (iv) reduced availability of land and sea transport, including labor shortages, logistics constraints, and increased border controls or closures; (v) increased cost of materials, products, and services on which we and our businesses depend; (vi) reduced investor confidence and consumer spending in the regions where we operate and globally; (vii) a slowdown in economic activity, including in the construction industry, and a decrease in demand for our products and services and industry demand generally; (viii) constraints on the availability of financing, if available at all, including on access to credit lines and working capital facilities; (ix) inability to satisfy liquidity needs if our operating cash flow and funds received under receivables and inventory financing facilities decrease or if we are not able to obtain borrowings under credit facilities, proceeds of debt and equity offerings, and/or proceeds from asset sales; (x) our inability to refinance our indebtedness on desired terms, if at all; or (xi) our inability to comply with, or receive waivers with respect to, restrictions and covenants under the agreements governing our indebtedness and financial obligations, including, but not limited to, maintenance covenants under our Credit Agreements. As to the effects and duration of the previous COVID-19 pandemic, there could still be significant minimal adverse effects in the future mainly in connection with: (i) impairment of long-lived assets including goodwill; (ii) foreign exchange losses related to our obligations denominated in foreign currency; (iii) increases in estimated credit losses on trade accounts receivable; and (iv) further disruption in supply chains.
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Risks Relating to Our Indebtedness and Certain Other Obligations
The Credit Agreements, the indentures governing the Notes and our other debt agreements and/or instruments and other agreements contain several restrictions and covenants. Our failure to comply with such restrictions and covenants or any inability to capitalize on business opportunities or refinance our debt resulting from them could have a material adverse effect on our business and financial conditions.
Each Credit Agreement requires us to comply with financial ratios, including (i) a minimum Consolidated Coverage Ratio of Consolidated EBITDA to Consolidated Interest Expense and (ii) a maximum Consolidated Leverage Ratio of Consolidated Net Debt to Consolidated EBITDA, in each case, as described in each Credit Agreement. The calculation and formulation of Consolidated EBITDA, Consolidated Interest Expense, Consolidated Net Debt, Consolidated Coverage Ratio and Consolidated Leverage Ratio are defined and set out in each Credit Agreement and may differ from the calculation and/or formulation of analogous terms in this annual report. For the purpose of the aforementioned financial ratios, EBITDA represents Operating EBITDA. Our ability to comply with these ratios may be affected by our results of operations, economic conditions and volatility in foreign exchange rates, by overall conditions in the financial and capital markets and the construction sector, and by any monetary penalties or fines we may have to pay as a result of any administrative or legal proceedings to which we may be exposed to. See “Item 4. Information on the Company—Regulatory Matters and Legal Proceedings” for more information. Additionally, each Credit Agreement requires us to comply with certain covenants and restrictions consistent with an investment grade capital structure. As of December 31, 2025, there were $2,578 million, €400 million and Ps 11,500 million aggregate principal amount of then-outstanding Notes under the indentures governing such Notes. The indentures governing our Notes impose operating and financial restrictions on us, which are more stringent than those imposed by the Credit Agreements, however, some of these restrictions are either partially or fully suspended, but if the Notes lose their investment grade ratings, then such restrictions will limit our ability, among other things, to: (i) incur debt, including restrictions on incurring debt at our subsidiaries, which are not parties to the indentures governing the Notes; (ii) pay dividends on stock; (iii) redeem stock or redeem subordinated debt; (iv) make investments; (v) guarantee indebtedness; and (vi) create or assume liens.
Most of the covenants and restrictions in the Credit Agreements and the indentures governing our Notes are subject to a number of exceptions and qualifications. Some of these restrictions are either partially or fully suspended, but if we lose our investment grade rating, then we would be subject to additional restrictions under certain of our Credit Agreements and the indentures governing our Notes, which would limit our ability to conduct business at our discretion and may, among other effects, potentially impede or restrict refinancing plans with respect to our debt limit, as well as our ability to seize opportunities for our business, particularly if we are unable to incur financing or make investments to take advantage of such opportunities, further reducing our financial and operational flexibility. The breach of any of these covenants could result in a default under the Credit Agreements and/or the indentures governing our outstanding Notes, as well as certain other existing debt obligations, as a result of cross-default provisions contained in the instruments governing such debt obligations. In the event of a default under any of the Credit Agreements and/or the indentures governing our outstanding Notes, lenders under the applicable Credit Agreement and holders of our outstanding Notes could seek to declare all amounts outstanding under such Credit Agreement and such Notes, together with accrued and unpaid interest, if any, to be immediately due and payable. If the indebtedness under the Credit Agreements, our outstanding Notes, or certain other existing debt obligations were to be accelerated, we cannot assure you that our assets would be sufficient to repay in full such accelerated indebtedness or our other indebtedness. We cannot guarantee that we will be able to comply with the covenants and limitations contained in the Credit Agreements, in the indentures governing our Notes or in other agreements which constitute financial indebtedness in excess of $50 million. Our failure to comply with such covenants and limitations
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could result in an event of default (including by cross-default), which could materially and adversely affect our business, financial condition, liquidity, and results of operations.
We have historically, when needed, sought and obtained waivers and amendments to several of our debt instruments relating to a number of financial ratios, restrictions and covenants. Our ability to comply with these could be affected by global economic conditions, foreign exchange rates and the financial and capital markets, among other factors. We may need to seek waivers or amendments to debt agreements or debt instruments in the future. However, we cannot assure you that any such waivers or amendments will be obtained. If we are unable to comply with the provisions of our debt agreements or debt instruments, and are unable to obtain a waiver or amendment, the indebtedness outstanding under such debt agreements and/or instruments could be accelerated. Acceleration of these debt agreements and/or instruments would have a material adverse effect on our business, liquidity and financial condition.
See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Our Financial Obligations—Peso Bilateral Term Loan repayment.”
We have a substantial amount of debt and other financial obligations. If we are unable to secure refinancing on favorable terms or at all, we may not be able to comply with our payment obligations upon their maturity. Our ability to comply with our principal maturities and financial covenants may depend on us implementing certain strategic initiatives, including, but not limited to, making asset sales, and there is no assurance that we will be able to implement any such initiatives or execute such sales, if needed, on terms favorable to us or at all.
As of December 31, 2025, our total debt plus other financial obligations was $7,460 million (principal amount $7,486 million, excluding deferred issuance costs). Of such total debt plus other financial obligations, $2,135 million (principal amount $2,139 million) is scheduled to mature during 2026; $823 million (principal amount $830 million) is scheduled to mature during 2027; $781 million (principal amount $788 million) is scheduled to mature during 2028; $999 million (principal amount $1,002 million) is scheduled to mature during 2029; and $2,722 million (principal amount $2,727 million) is scheduled to mature after 2029. If we are unable to comply with, or refinance or extend, maturities under certain of our indebtedness, substantially all of our debt could be accelerated. Acceleration of our debt would have a material adverse effect on our business, financial condition, liquidity, and results of operations. As a result of the potential failure to achieve the targets under our strategic initiatives, including but not limited to making asset sales, the potential failure to comply with the restrictions under the Credit Agreements, the indentures that govern our outstanding Notes or other debt instruments, or any volatility in the credit and capital markets and uncertain market conditions, we may not be able to generate enough cash or, if needed to repay our indebtedness, raise debt, equity and/or equity-linked capital on favorable terms or at all. These circumstances could also prevent us from securing extensions from relevant creditors and undertaking alternative actions to refinance, and could significantly limit the availability of funds to carry out any intended acquisition or could affect our ability to invest in our current “Future in Action” climate action and nature program. If we fail to secure funds to repay our indebtedness in these or any other manners, we may not be able to comply with payment obligations under our indebtedness, or if our cash flow or capital resources prove inadequate, we may not be able to comply with financial covenants under our indebtedness, either of which would have a material adverse effect on our business, financial condition, liquidity, and results of operations.
Also, there can be no assurance that we will be able to implement our business strategy and initiatives and improve our results and revenues, which could affect our ability to refinance and/or comply with our payment obligations under our debt agreements and instruments.
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We may not be able to generate sufficient cash to service our indebtedness or satisfy our short-term liquidity needs, and we may be forced to take other actions to do so, which may not be successful.
Historically, we have addressed our liquidity needs, including funds required to make scheduled principal and interest payments, refinance debt, and fund working capital and planned capital expenditures, mostly with operating cash flow, borrowings under credit facilities and receivables and inventory financing facilities, proceeds of debt and equity offerings and proceeds from asset sales. As of December 31, 2025, we had $681 million funded under our securitization programs in Mexico, the United States, France and the United Kingdom. We cannot assure you that, going forward, we will be able to roll over or renew these programs or generate sufficient cash to service our indebtedness or satisfy our short-term liquidity needs through the means we have historically used. This could adversely affect our liquidity and force us to take other actions to service our indebtedness or satisfy our short-term liquidity needs, which may be unsuccessful.
Specifically, we have periodically resorted and may continue to resort to the capital markets to raise debt, equity and equity-linked capital as our principal alternative to the means to obtain liquidity described in the paragraph above. A wide variety of factors may have adverse effects on our operating results and negatively affect our credit rating and the market value of Cemex, S.A.B. de C.V.’s CPOs and ADSs, or that of our publicly listed subsidiaries, TCL and CCCL. In such event, securities issued by us could be deemed undesirable in the capital markets, which could make traditional sources of capital unavailable to us on reasonable terms or at all. If the global economic environment deteriorates and our operating results worsen, if we are unable to complete divestitures and/or debt or equity offerings on favorable terms or at all and/or our cash flow or capital resources prove inadequate, we could face liquidity problems and may not be able to comply with our principal payments under our indebtedness or refinance our indebtedness.
Cemex, S.A.B. de C.V.’s ability to repay debt and execute any shareholder returns is highly dependent on its subsidiaries’ ability to transfer income and dividends to us. As of the date of this annual report, we control two publicly listed companies, where this risk is heightened.
Aside from its operations in Mexico and its ownership of a substantial part of the intangible assets and intellectual property used by it and its operating subsidiaries in connection with the conduct of their respective business operations worldwide, Cemex, S.A.B. de C.V. is a holding company that owns the stock of its direct subsidiaries and is the beneficial owner of the equity interests of its indirect subsidiaries and has holdings of cash and marketable securities. In general, Cemex, S.A.B. de C.V.’s ability to repay debt and execute any shareholder returns in the form of dividends, share buybacks or other form, as well as to make other payments, depends on the continued transfer to it of dividends and other income and funds from its subsidiaries. The ability of Cemex, S.A.B. de C.V.’s subsidiaries to pay dividends and make other transfers to Cemex, S.A.B. de C.V. is subject to various regulatory, contractual and legal constraints of the countries in which we operate, as well as our continued compliance with terms under our debt agreements and instruments under which certain covenants have been either partially or fully suspended.
The ability of Cemex, S.A.B. de C.V.’s subsidiaries to pay dividends and make loans and other transfers to it is generally subject to various regulatory, legal, and economic limitations. Depending on the jurisdiction of organization of the relevant subsidiary, limitations may include solvency and legal reserve requirements, dividend payment restrictions based on interim financial results or minimum net worth, and withholding taxes on loan interest payments. For example, (i) pursuant to applicable Mexican law, dividends from our Mexican subsidiaries are limited to the total profits of each such subsidiary (as reflected in each subsidiary’s year-end financial statements), after deducting a legally required reserve (equal to one fifth of such subsidiary’s capital) and any losses incurred by such subsidiary in previous fiscal years and require the approval of its stockholders; (ii) pursuant to applicable Spanish law, our Spanish
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subsidiaries, which includes the main holding company of our international operations, may only distribute dividends if, as a result of the distribution, the net worth value of such subsidiary will not be less than such subsidiary’s share capital during the applicable fiscal year and the amount of such subsidiary’s available reserves is at least equal to the amount of the research and development expenses recorded in by such subsidiary on its balance sheet. As a result, each Spanish subsidiary must reserve 10% of its profits in a given year, until reaching at least 20% of the company’s share capital, and any surplus may then be distributed as dividends; and (iii) pursuant to applicable French law, dividends from our French subsidiaries are limited to the net profits of each such subsidiary (as reflected in each subsidiary’s year-end financial statements), after deducting a legally required reserve (equal to 10% of such subsidiary’s share capital), and require the approval of its stockholders.
Also, any decision to have any of Cemex, S.A.B. de C.V.’s indirect subsidiaries that are not wholly owned by us, such as TCL or CCCL, both of which are publicly listed, declare and pay dividends or make loans or other transfers to us is subject to any rights that non-controlling shareholders may have in the corresponding subsidiary.
Additional or more restrictive limitations on our subsidiaries could adversely affect Cemex, S.A.B. de C.V.’s ability to service its debt, meet other cash obligations, and execute any shareholder returns in the form of dividends, share buybacks or other forms.
Cemex, S.A.B. de C.V. may also be subject to exchange controls on remittances by its subsidiaries from time to time in a number of jurisdictions. In addition, Cemex, S.A.B. de C.V.’s ability to receive funds from its subsidiaries may be restricted by the debt instruments and other contractual obligations of these entities. The jurisdictions of organization of Cemex, S.A.B. de C.V.’s current or future subsidiaries may impose additional and more restrictive regulatory, legal, and/or economic limitations. In addition, Cemex, S.A.B. de C.V.’s subsidiaries may not be able to generate sufficient income to pay dividends or make loans or other transfers to it in the future, or may not have access to Dollars in their respective countries, which, as of the date of this annual report, is Cemex, S.A.B. de C.V.’s preferred currency.
We have to service part of our debt and other financial obligations denominated in Dollars and Euros with revenues generated in Mexican Pesos or other currencies, as we do not generate sufficient revenue in Dollars and Euros from our operations to service all our debt and other financial obligations denominated in Dollars and Euros. This could adversely affect our ability to service our obligations in the event of a devaluation of the Mexican Peso, or any of the other currencies of the countries in which we operate, compared to the Dollar and Euro. In addition, our consolidated reported results and outstanding indebtedness are significantly affected by fluctuations in exchange rates between the Dollar (our reporting currency) vis-à-vis the Mexican Peso and other significant currencies within our operations.
A substantial portion of our total debt plus other financial obligations is denominated in Dollars and Euros. As of December 31, 2025, our debt plus other financial obligations denominated in Dollars and Euros represented 63% and 17% of our total debt plus other financial obligations, respectively. Our Dollar-denominated and Euro-denominated debt must be serviced with funds generated to some extent by our direct and indirect subsidiaries’ operations outside the United States and Europe. Although we have substantial operations in the United States and Europe, we continue to rely to some extent on our non-U.S. assets and non-European assets to generate revenues to service our Dollar-denominated and Euro-denominated debt. Consequently, we have to use revenues generated in Mexican Pesos or other currencies to service our Dollar-denominated and Euro-denominated obligations. See “Item 5. Operating and Financial Review and Prospects—Quantitative and Qualitative Market Disclosure—Interest Rate Risk, Foreign Currency Risk and Equity Risk—Foreign Currency Risk.” A devaluation of the Mexican Peso, Pound Sterling, Colombian Peso or any of the other currencies of the countries in which we operate, compared to the Dollar and Euro, could adversely affect our ability to service our Dollar-denominated and Euro-denominated debt. In 2025, our
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operations in Mexico, Europe, MEA and SCA&C segment, which are our main non-Dollar denominated operations, together generated 66% of our total external revenues in Dollar terms (27%, 24%, 8% and 7%, respectively). In 2025, 31% of our external revenues in Dollar terms were generated from our operations in the United States.
During 2025, the Mexican Peso appreciated 14% against the Dollar, the Euro appreciated 12% against the Dollar and the Pound Sterling appreciated 7% against the Dollar. Currency hedges that we may be a party to or may enter into in the future may not be effective in covering all our currency-related risks. Our consolidated reported results for any period and our outstanding indebtedness as of any date are significantly affected by fluctuations in exchange rates between the Dollar and other currencies, as those fluctuations influence the amount of our non-Dollar indebtedness when translated into Dollars and also result in foreign exchange gains and losses as well as gains and losses on derivative contracts, including those entered into to hedge our exchange rate exposure. For a description of these impacts, see “Item 3. Key Information—Risk Factors—Risks Relating to Our Indebtedness and Certain Other Obligations—Our use of derivative financial instruments could negatively affect our net income and liquidity, especially in volatile and uncertain markets.”
Increases in liabilities related to our pension plans could adversely affect our results of operations.
We have obligations under defined benefit pension and other benefit plans in certain countries in which we operate, mainly in Mexico and Europe. Our actual funding obligations will depend on benefit plan changes, government regulations and other factors, including changes in longevity and mortality statistics.
It is difficult to predict pension liabilities and funding requirements due to the large number of variables and assumptions involved, which are difficult to foresee because they change continuously as demographics evolve. We have a net projected liability recognized in our statement of financial position as of December 31, 2025 of $588 million. The future cash funding requirements for our defined benefit pension plans and other post-employment benefit plans could significantly differ from the amounts estimated as of December 31, 2025. If so, these funding requirements, as well as our possible inability to properly fund, and/or provide sufficient guarantees for, such pension plans if we are unable to deliver the cash or equivalent funding requirements, could have a material adverse effect on our business, financial condition, liquidity, results of operations, and prospects. See note 20 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report for a detailed description of our pension obligations.
Our use of derivative financial instruments could negatively affect our net income and liquidity, especially in volatile and uncertain markets.
We have used and continue to use, derivative financial instruments, mainly to manage the risk profile associated with interest rates and currency exposure of our debt, to reduce the volatility of our financing costs, to hedge the costs of fuel and other commodities, which may include emission allowances, and to hedge our net assets in certain currencies. However, we cannot assure you that our use of such instruments will allow us to achieve these objectives due to the inherent risks in any derivatives transaction or the risk that we will not continue to have access to such instruments at reasonable costs, or at all.
As of December 31, 2025, our derivative financial instruments consisted of Dollar/Mexican Peso foreign exchange forward and option contracts, both designated as a net investment hedge of Cemex’s net investment in Mexican Pesos. It also included interest rate swap instruments related to bank loans, Dollar/Mexican Peso call spread option contracts negotiated to maintain the value in Dollars over revenues generated in Mexican Pesos, Dollar/Mexican Peso cross-currency swap contracts, as well as fuel price derivatives, which had an impact on our financial position. Changes in the fair value of our derivative financial instruments, not specifically designated as hedges, are reflected in
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our income statement, which could introduce volatility in our controlling interest net income and other related ratios. As of December 31, 2024 and 2025, the aggregate notional amount under our outstanding derivative financial instruments was $2,977 million ($713 million of net investment hedge, $600 million of interest rate swaps, $658 million of cross currency swaps, $356 million of fuel price derivatives and $650 million of foreign exchange options), and $3,427 million ($1,817 million of net investment hedge, $705 million of interest rate swaps, $658 million of cross currency swaps and $247 million of fuel price derivatives) respectively, with a mark-to-market valuation representing net assets of $24 million as of December 31, 2024 and net liabilities of $90 million as of December 31, 2025. See note 18.4 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report for a detailed description of our derivative financial instruments. As of December 31, 2025, our risk of cash margin calls with respect to our existing financial derivatives is not material. However, if we enter into new derivative financial instruments, we may incur net losses and be subject to margin calls which may reduce the funds available to us for our operations or other capital needs. In addition, as with any derivative position, we assume the creditworthiness risk of the counterparty, including the risk that the counterparty may not honor its obligations to us. In addition, entering into new derivative financial instruments incurs costs, and we cannot assure you that any new derivative financial instrument that we enter into will be done so at reasonable costs or will be available to us at all.
Risks Relating to Regulatory and Legal Matters
We are subject to the laws and regulations of the countries where we operate and do business. Non-compliance with laws and regulations and/or any material changes in such laws and regulations and/or any significant delays in assessing the impact and/or adapting to such changes in laws and regulations may have a material adverse effect on our reputation, business, financial condition, liquidity, and results of operations.
Our operations are subject to the laws and regulations of the countries where we operate and do business, and such laws and regulations, and/or governmental interpretations of such laws and regulations, may change. Because Cemex, S.A.B. de C.V. is organized under Mexican laws, and because of the considerable size of our operations in the United States, and the fact that the ADSs trade on the NYSE, we have to comply with the laws and regulations, and/or governmental interpretations of such laws and regulations, of Mexico and, for certain matters, of the United States, whether or not we operate and do business through a subsidiary located in Mexico or the United States. Also, because of the size of our operations in EU countries and in the United Kingdom, we, or most of our subsidiaries in the EU and in the United Kingdom, are also required to comply with certain EU and United Kingdom legislation and the laws and regulations of EU member states and of the United Kingdom.
Any change, including in the scope, in such laws and regulations, and/or governmental interpretations of such laws and regulations, may have a material adverse effect on our business, financial condition, liquidity, and results of operations. Furthermore, changes in laws and regulations, and/or governmental interpretations of such laws and regulations, may require us to devote a significant amount of time and resources to assess and, if required, to adjust our operations to any such changes, which could have a material adverse effect on our business, financial condition, liquidity, and results of operations. For example, the measures by the U.S. government taken in the first months of 2025 designating certain cartels and other organizations as foreign terrorist organizations, and specifically designated global terrorists, will result in increased exposure of our business in Mexico and may result in having to invest additional times and resources ensuring that our operations and business are compliant with sanctions imposed on third parties, rules and regulations that may dictate the relationships with designated entities. Additionally, diversity, equity and inclusion initiatives are and may be further subject to evolving legal and regulatory frameworks in the jurisdictions where we operate. Governmental policies, new laws and regulations, legal interpretations, enforcement priorities or stakeholder expectations regarding diversity, equity and inclusion initiatives could expose us to litigation, regulatory scrutiny, financial penalties, enforcement actions or other consequences, and our diversity, equity and
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inclusion initiatives could conflict with, or be challenged under, applicable laws or regulations in one or more jurisdictions.
In addition to the above, any significant delays in assessing the impact and/or, if required, in adapting to changes in laws and regulations and/or governmental interpretations of such laws and regulations may also have a material adverse effect on our business, financial condition, liquidity, results of operations, and prospects. For more information, see “Item 3. Key Information—Risk Factors—Risks Relating to Our Business and Operations—Economic conditions globally, including persistently elevated inflation and interest rates, particularly in countries where we operate, have affected and may continue to adversely affect our business, financial condition, liquidity, and results of operations,” “Item 3. Key Information—Risk Factors—Risks Relating to Our Business and Operations—Political, social, and geopolitical events, changes in public policies, and other risks in some of the countries where we operate, which are inherent to the operations of an international company, could have a material adverse effect on our business, financial condition, liquidity, and results of operations,” “Item 3. Key Information—Risk Factors—Risks Relating to Regulatory and Legal Matters—Our operations are subject to environmental laws and regulations, including those relating to greenhouse gas emissions, and new reporting requirements that are or could become effective and increasingly stringent. Compliance with existing or future regulations could have material adverse effect on our reputation, business, financial condition, liquidity, and results of operations” and “Item 4. Information on the Company—Regulatory Matters and Legal Proceedings.”
We or our third-party providers may fail to maintain, obtain, or renew, or may experience material delays in obtaining, requisite governmental or other approvals, licenses, and permits for the conduct of our or their business.
We and our third-party providers of goods and services, as applicable, require various approvals, licenses, permits, concessions and certificates in the conduct of our business. We cannot assure you that we, or our third-party providers of goods and services, will not encounter significant problems in obtaining new or renewing existing approvals, licenses, permits, concessions and certificates required in the conduct of our business, or that we, or our third-party providers of good and services, will continue to satisfy the current or new conditions to such approvals, licenses, permits, concessions and certificates that we currently have or may be granted in the future, or that we interpret compliance with any existing approvals, licenses or permits the same way that any regulator, governmental or administrative authority interprets compliance. There may also be delays on the part of regulatory and administrative bodies in reviewing our applications and granting approvals or renewals. The implementation of new laws and regulations on environmental-related matters, or the entry of new local, state or federal authorities and/or governments in the countries in which we operate or in the countries from which our third- party providers of goods and services source their deliverables to us, may create stricter requirements to comply with or different interpretations of applicable laws and regulations of that of outgoing authorities and/or governments. This could delay our ability to obtain or renew the related approvals, licenses, permits, concessions and certificates, or could result in us not being able to obtain them at all. If previously obtained approvals, licenses, permits and certificates are revoked and/or if we, or our third-party providers of goods and services, fail to obtain and/or maintain and/or renew the necessary approvals, licenses, permits, concessions and certificates required for the conduct of our business, we may be required to incur substantial costs or temporarily suspend or alter the operation of one or more of our operating units, production facilities, mineral extraction locations or of any relevant component of them, which could affect the general production of these units, facilities or locations, which in turn could have a material adverse effect on our business, financial condition, liquidity, results of operations, and prospects.
In particular due to their high weight-to-price ratio, the markets for aggregates tend to be localized around quarries and are served by truck. New quarry sites often take several years to develop, so new site development must usually stay ahead of actual growth. Additionally, it is increasingly difficult to permit new sites or expand existing sites due to community resistance in urban and suburban areas, including many in which we operate. Therefore, the success of
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our aggregates business is impacted by our ability to accurately forecast future areas of high growth in order to locate optimal facility sites and on our ability to secure operating and environmental permits to operate at those sites. Any failure in this respect could have a material adverse effect on our aggregates business, and, in turn, on our business, financial condition, liquidity, results of operations, and prospects.
See “Item 3. Key Information—Risk Factors—Risks Relating to Our Business and Operations—Complications in relationships with local communities and different stakeholder perspectives could lead to social actions against our industry or company, including legal actions, on-the-ground protests, attacks on our assets or facilities, negative media campaigns, strikes and social unrest. All these events could disrupt our operations, affect our capacity to serve our clients, damage our assets and/or reputation and may materially and adversely affect our business continuity, reputation, liquidity, and results of operations” for a description of certain additional circumstances which may cause delays or failures in obtaining and/or maintaining necessary approvals, licenses, permits, concessions, and certificates required for the conduct of our business.
We are subject to litigation proceedings, including, but not limited to, government investigations relating to corruption, antitrust, and other proceedings, that could harm our business and our reputation.
From time to time, we are and may become involved in litigation, investigations and other legal or administrative proceedings relating to claims arising from our operations, either in the normal course of business or not, or arising from violations or alleged violations of laws, regulations or acts. As described in, but not limited to, “Item 4. Information on the Company—Regulatory Matters and Legal Proceedings,” as of December 31, 2025, we were subject to a number of significant legal proceedings, including, but not limited to, an SEC investigation concerning a new cement plant being built by Cemex Colombia S.A. (“Cemex Colombia”) in the Municipality of Maceo in the department of Antioquia, Colombia (the “Maceo Plant”), as well as an investigation from the United States Department of Justice (the “DOJ”) mainly relating to our operations in Colombia and other jurisdictions, and are exposed to investigations in Colombia against former employees, and also to antitrust investigations in countries in which we operate or do business. Investigations and litigation, and in general any legal or administrative proceedings, are subject to inherent uncertainties and unfavorable rulings may occur. We cannot assure you that these or any of our other regulatory matters and legal proceedings, including any that may arise in the future, will not harm our reputation or materially affect our ability to conduct our business in the manner that we expect or otherwise materially adversely affect us should an unfavorable ruling occur, which could have a material adverse effect on our business, financial condition, liquidity, and results of operations. See “Item 5. Operating and Financial Review and Prospects— Recent Developments— Recent Developments Relating to Our Regulatory Matters and Legal Proceedings” for more information.
We are subject to human rights, anti-corruption, anti-bribery, anti-money laundering, antitrust, anti-boycott, economic sanctions, anti-terrorism, trade embargoes, and import and export control laws and regulations in the countries in which we operate and do business, a considerable number of which are considered high and medium risk countries for purposes of corruption, money laundering, and other matters. Any violation of any such laws or regulations could have a material adverse impact on our reputation, results of operations, and financial condition, as well as harm our reputation.
We are subject to human rights, anti-corruption, anti-bribery, anti-money laundering, antitrust and other international laws and regulations and are required to comply with the applicable laws and regulations of the countries in which we operate, some of which, including Mexico, Colombia, Poland, Egypt, Jamaica, Trinidad and Tobago, Guyana, Croatia, Czech Republic, Israel, Nicaragua, Peru, Spain, and the United States, are considered medium and high-risk countries with regards to corruption and money laundering related matters. In addition, we are subject to regulations
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on international trade and other activities that restrict dealings with certain sanctioned countries, individuals, and entities, including regulations administered by the United States, the United Kingdom, the EU, and the United Nations Security Council, as well as other international organizations and governments, including import and export control regulations, economic sanctions, trade embargoes and anti-terrorism measures. Given the large number of contracts that we are a party to around the world, the geographic distribution of our operations and the great variety of actors that we interact with in the course of business, including clients and suppliers, we are subject to the risk that our affiliates, employees, directors, officers, partners, agents and service providers may misappropriate our assets, manipulate our assets or information, make improper payments, or engage in corruption, bribery, money laundering, dealings with sanctioned entities or individuals, or other illegal activity; and, as a consequence, we may be held liable for such misconduct, even if we do not engage in or authorize such activities. Furthermore, measures such as the ones implemented by the U.S. Department of the Treasury’s Financial Crimes Enforcement Network in 2025 designating certain Mexican financial institutions as of particular money laundering concern may have adverse consequences including but not limited to defaults, losses or disruptions in agreements, financial transactions or operations with any affected financial or other institution, including but not limited to banks, common representatives, trustees, payment processors, paying agents or other financial intermediaries, or any related parties.
Although we have implemented policies and procedures, which include training certain groups of our employees, seeking compliance with anti-corruption, economic sanctions, anti-terrorism and other applicable laws and regulations, there can be no assurance that our internal policies, controls and procedures will be sufficient to prevent or detect all inappropriate practices, fraud or violations of law by our affiliates, employees, directors, officers, partners, agents, clients and service providers or that any such persons will not take actions in violation of our policies and procedures. If we fail to fully comply with applicable laws and regulations, the relevant government authorities of the countries where we operate have the power and authority to investigate us and impose fines, penalties, and remedies, which could cause us to lose access to our bank accounts, clients, suppliers, and access to debt and capital markets, or cause criminal or civil penalties against key members of our senior management. Any violations by us, or the third parties we transact with, of anti-bribery, anti-corruption, anti-money laundering, antitrust, human rights, anti-boycott, economic sanctions, trade embargoes, import and export control, anti-terrorism laws or regulations could have a material adverse effect on our business, liquidity, reputation, results of operations, and financial condition. For further information regarding our ongoing proceedings with respect to anti-corruption laws, see “Item 3. Key Information—Risk Factors—Risks Relating to Regulatory and Legal Matters—We are subject to litigation proceedings, including, but not limited to, government investigations relating to corruption, antitrust and other proceedings, that could harm our business and our reputation” and “Item 4. Information on the Company—Regulatory Matters and Legal Proceedings.”
Certain tax matters have had and may have a material adverse effect on our cash flow, financial condition, and net income, as well as on our reputation.
We are currently subject to, and have in the past been subject to, certain tax matters that, if adversely resolved, may have, and have in the past had, a material adverse effect on our operating results, liquidity, and financial position, as well as on our reputation. See note 21.4 to Cemex, S.A.B. de C.V.’s 2025 audited consolidated financial statements included elsewhere in this annual report, “Item 4. Information on the Company—Regulatory Matters and Legal Proceedings—Tax Matters” and “Item 5. Operating and Financial Review and Prospects— Recent Developments Relating to Our Regulatory Matters and Legal Proceedings—Tax Matters” for additional information.
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Our operations are subject to environmental laws and regulations, including those relating to greenhouse gas emissions, and new reporting requirements that are or could become effective and increasingly stringent. Compliance with existing or future regulations could have material adverse effect on our reputation, business, financial condition, liquidity, and results of operations.
Our operations are subject to a broad range of environmental laws and regulations in each of the jurisdictions in which we operate. Such laws and regulations impose stringent environmental protection standards, which in recent years have become, and in the future are expected to continue becoming, progressively stricter regarding, among other things, air emissions (including greenhouse gas emissions), land use, biodiversity, use of alternative fuels, water availability, wastewater discharges, the use and handling of hazardous waste or materials, waste management practices, the remediation of hazardous substances in the environment at properties currently or formerly owned or operated by us or at third-party location where hazardous substances generated by us have migrated or been released into the environment, and climate-related and sustainability disclosures. These laws and regulations expose us to the risk of substantial environmental costs and liabilities, including taxes, increased investment in control equipment and technology, fines, and other sanctions, payment of compensation to third parties, remediation costs, business disruption, and reputational damage. They also require increasing amounts of information about our sustainability practices to be disclosed, including in respect of greenhouse gas emissions and climate change. The preparation of certain information on environmental matters requires the application of a number of key judgments, assumptions, and estimates, and there is a risk that these judgments, estimates, or assumptions may subsequently prove to be incorrect and/or may need to be restated. Disclosure of such metrics can be costly, difficult and time consuming and is subject to evolving reporting standards, in particular if the regulations that govern any such disclosures lack clarity, comparable information and uncertainty as to when such disclosures are required to be made. These factors may result in a lack of consistent or meaningful comparative data from period to period or between us and other companies, and our processes and controls may not always comply with evolving standards for identifying, measuring and reporting such metrics. Moreover, the enactment of stricter laws and regulations, stricter interpretation of existing laws or regulations, or new enforcement initiatives may impose new risks or costs on us or result in the need for additional investments, which could result in a material decline in our profitability. Such may be the case, for example, if climate-related funding and programs at the federal, state or local level, result in new regulatory or legislative initiatives relating to climate change, new interpretations of existing regulatory criteria that are stricter than those currently being applied, or preferential treatment regarding pricing, contracting, the granting of operational permits, or other economic benefits for entities which may have environmental standards that are stricter than ours or may be deemed to have less environmental impact.
In late 2010, the United States Environmental Protection Agency (“EPA”) issued the final Portland Cement National Emission Standard for Hazardous Air Pollutants (“Portland Cement NESHAP”) under the federal Clean Air Act (“CAA”). This rule required portland cement plants to limit emissions of mercury, total hydrocarbons, hydrochloric acid, and particulate matter by September 2013. The rule was challenged in federal court, and in December 2011, the D.C. Circuit Court of Appeals remanded the Portland Cement NESHAP to EPA and directed the agency to recompute the standards. In February 2013, EPA issued a revised final Portland Cement NESHAP rule that relaxed emissions limits for particulate matter and moved the compliance deadline to September 2015.
While we expect to continue to meet all emissions standards imposed by the Portland Cement NESHAP, the rule will continue to impose operating costs at each Cemex plant in the United States, and we could incur penalties if we fail to comply.
In February 2013, EPA issued revised final emissions standards under the CAA for commercial and industrial solid waste incinerators (the “CISWI rule”). If a material being used in a cement kiln as an alternative fuel is classified as a solid waste, the plant must comply with the CISWI rule. The CISWI rule covers nine pollutants and imposes potentially
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more stringent emissions limits on certain pollutants that also are regulated under the Portland Cement NESHAP. EPA received petitions to reconsider certain provisions of the CISWI rule. EPA granted reconsideration on four specific issues and finalized the reconsideration of the CISWI rule in June 2016. The CISWI rule was also challenged by both industrial and environmental groups in federal court. In July 2016, the D.C. Circuit issued a ruling upholding most of the rule and remanding several portions to EPA for further consideration. EPA has not issued a revised final rule after remand, but the portions of the rule upheld on appeal are final and in effect. The final CISWI rule established a compliance date of February 2018, which was not impacted by the appeal. As of December 31, 2025, none of our kilns at Cemex plants in the United States have been determined to be CISWI units. However, should any of our kilns be classified as CISWI units due to the use of certain alternative fuels, we could be subject to penalties if we are unable to comply with the applicable emissions standards, including potential plant shutdowns. Depending on the specific plant affected, such shutdowns and penalties could have a material adverse effect on our business operations.
Under certain environmental laws and regulations, liability associated with investigation or remediation of hazardous substances can arise at a broad range of properties, including sites currently or formerly owned or operated by Cemex, as well as facilities at which any hazardous substances or wastes generated by us were sent for treatment, storage or disposal, or any areas affected while any hazardous substances or wastes were being transported. Such laws and regulations may apply without regard to fault, causation or knowledge of contamination. We occasionally evaluate various alternatives with respect to our facilities, including possible dispositions or closures. Investigations undertaken in connection with these activities (or ongoing operational or construction activities) may lead to hazardous substance releases or discoveries of historical contamination that must be remediated, and closures of facilities may trigger compliance requirements that are not applicable to operating facilities. While compliance with these laws and regulations has not materially adversely affected our operations in the past, we cannot assure you that these requirements will not change, and that compliance will not adversely affect our operations in the future. Furthermore, we cannot assure you that existing or future circumstances or developments with respect to the impact of our operations will not require us to make significant remediation or restoration expenditures, which could have a material adverse effect on our business, financial condition, liquidity, and results of operations.
The cement manufacturing process requires the combustion of large amounts of fuel and emits CO2 as a by-product of the calcination process. Therefore, efforts to address climate change through federal, state, regional, EU and international laws and regulations requiring reductions in emissions of CO2 and other greenhouse gases (“GHGs”) can create economic risks and uncertainties for our business. Such risks could include the cost of purchasing allowances or credits to meet GHG emission caps; the cost of paying higher energy costs or new CO2 -related taxes; the cost of installing equipment, adopting new technologies or employing non-clinker cementitious materials and other processes to reduce emissions to comply with GHG limits or technological standards; higher production costs resulting directly or indirectly from the imposition of legislative or regulatory controls; and decreased profits or losses arising from decreased demand for our goods. To the extent that financial markets view climate change and GHG emissions as a financial risk or that certain laws and regulations limit our access to the financial markets or financial products due to environmental considerations, this could have a material adverse effect on our cost of and access to capital.
Given the uncertain nature of the actual or potential statutory and regulatory requirements for GHG emissions at the federal, state, regional, EU, and international levels, we cannot predict the impact on our operations or financial condition or make a reasonable estimate of the potential costs to us that may result from such requirements. However, the impact of any such requirements, whether individually or cumulatively, could have a material economic impact on our operations in the United States, Europe, Mexico, United Kingdom and in other jurisdictions where we operate. In particular, rules and regulations adopted in connection with the United States’ Nationally Determined Contributions (as defined below) under the Paris Agreement, emission reduction goals set by individual states, any
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new international treaty aiming to reduce the emission of greenhouse gases, the EU’s implementation of certain measures in order to achieve its 2030 climate target of at least 55% reduction of net emissions of GHG as compared to 1990, the expected start of an emissions trading system in Mexico during the second half of 2026 and the United Kingdom’s implementation of the UK ETS (as defined below) could result in a material adverse effect on our financial performance. For more information on certain laws and regulations addressing climate change that we are, or could become, subject to, and the impacts to our operations arising therefrom, see “Item 4. Information on the Company—Regulatory Matters and Legal Proceedings—Environmental Matters.”
A number of jurisdictions are considering or have implemented equivalents to the EU CBAM (as defined herein) to ensure that industries subject to carbon regulation remain cost competitive. It is not clear to what extent Carbon Border Adjustment Mechanisms (“CBAM”) will mitigate or create economic distortions between different jurisdictions. The introduction of or modification of CBAMs and their interaction with emissions mitigation regimes such as emissions trading schemes may result in significant additional costs.
Statistics reveal an increasing number of proceedings against CO2 emitters by private individuals and civil society organizations. We cannot rule out the possibility that we will also face legal action of this kind. The risks arising from such climate-related claims could be high, but cannot be estimated in more detail at present, given the wide variety of potential claims and the evolving legal landscape in this area.
If materialized, any inability to meet our emissions reduction and other sustainability commitments could have a significant impact on our reputation in light of shifting reporting requirements, and increased public scrutiny. It is also possible that organizations such as ours misreport CO2 emissions or sustainability information, or are found to have targets or to have made claims which are not ambitious enough, or which are deemed to be incomplete, vague, ambiguous, or insufficiently documented on a scientific basis. This might give rise to litigation or regulatory action or reduce our attractiveness to investors.
As part of our insurance-risk governance approach, from time to time we evaluate the need to address the financial consequences of any environmental releases or other incidents in connection with our operations through the purchase of insurance. As a result, we do arrange certain types of environmental impairment insurance policies for both site-specific, as well as multi-site locations. These insurance policies are designed to offer some assistance to our financial flexibility to the extent that an environmental incident could give rise to liabilities. However, we cannot assure you that a given environmental incident will be covered by the environmental insurance we have in place, or that the amount of such insurance will be sufficient to offset the liability arising from the incident. Any such liability may be deemed to be material to us and could have a material adverse effect on our business, financial condition, liquidity, results of operations, and reputation.
It may be difficult to enforce civil liabilities against us or the members of Cemex, S.A.B. de C.V.’s Board of Directors, our senior management, and controlling persons.
Cemex, S.A.B. de C.V. is a publicly traded variable stock corporation (sociedad anónima bursátil de capital variable) organized under the laws of Mexico. Most of the members of Cemex, S.A.B. de C.V.’s Board of Directors and of our senior management reside in Mexico, and all or a significant portion of the assets of those persons may be, and a substantial part of our assets are, located outside the United States. As a result, it may not be possible for you to effect service of process within the United States upon such persons or to enforce against them or against us in U.S. courts judgments predicated upon the civil liability provisions of the federal securities laws of the United States. We have been advised by our General Counsel, Roger Saldaña Madero, that there is doubt as to the enforceability in Mexico, either in original actions or in actions for enforcement of judgments of U.S. courts, of civil liabilities predicated on the U.S. federal securities laws.
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