Unless otherwise indicated, references in this annual report to our sales and assets, including percentages, for a country or region are calculated before eliminations resulting from consolidation, and thus include intercompany balances between countries and regions. These intercompany balances are eliminated when calculated on a consolidated basis.
Business Overview
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, with its principal executive offices located at Avenida Ricardo Margáin Zozaya #325, Colonia Valle del Campestre, San Pedro Garza García, Nuevo León, 66265, Mexico. Cemex, S.A.B. de C.V.’s main phone number is +52 81 8888-8888.
Our website is located at www.cemex.com. The information on our website is not, and is not intended to be, part of this annual report and is not incorporated into this annual report by reference.
Cemex, S.A.B. de C.V. started doing business in 1906 and was registered with the Mercantile Section of the Public Registry of Property and Commerce in Monterrey, Nuevo León, Mexico, on June 11, 1920, which as of the date of this annual report is for an indefinite period. Beginning April 2006, Cemex, S.A.B. de C.V.’s full legal and commercial name is Cemex, Sociedad Anónima Bursátil de Capital Variable.
Cemex, S.A.B. de C.V. is an operating and a holding company engaged, directly or indirectly, through its operating subsidiaries, primarily in the production, distribution, marketing and sale of cement, ready-mix concrete, aggregates, clinker, other construction materials and Urbanization Solutions throughout the world. Cemex, S.A.B. de C.V. also owns 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. We also provide related services and reliable construction-related services to customers and communities and maintain business relationships in more than 65 countries throughout the world.
We are one of the largest cement companies in the world, based on annual installed cement production capacity. As of December 31, 2025, we had 78.0 million tons of annual installed cement production capacity and our cement sales volumes in 2025 were 48.0 million tons. We estimate we are one of the largest ready-mix concrete and aggregates companies in the world with annual sales volumes of 42.9 million cubic meters and 132.5 million tons, respectively, in each case, based on our annual sales volumes in 2025. In 2025, we traded approximately 12 million tons of cementitious and non-cementitious materials in more than 65 countries, including approximately 8 million tons of cement and clinker and approximately 4 million tons of cementitious and other materials.
We operate in different parts of the world, with operations in Mexico, the United States, Europe, MEA and SCA&C. We had total assets of $28,945 million as of December 31, 2025, and an equity market capitalization of $18,165 million as of April 20, 2026.
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As of December 31, 2025, our cement production facilities were located in Mexico, the United States, the United Kingdom, Germany, Spain, Poland, the Czech Republic, Croatia, Egypt, the UAE, Colombia, Nicaragua (leased), Puerto Rico, Trinidad and Tobago, and Jamaica. As of December 31, 2025, our assets (after eliminations), cement and grinding plants, and installed capacity were as set forth below on an unconsolidated basis by region. Installed capacity, which refers to theoretical annual production capacity, represents gray portland cement and white cement grinding capacity, and includes installed capacity of cement and grinding plants that have been temporarily closed. Installed capacity may vary due to product mix changes in our production facilities.
As of December 31, 2025
Consolidated Assets (in millions of Dollars) Number of Cement and Grinding Plants Installed Cement Grinding Capacity (in millions of tons per annum)
Mexico $ 5,404 15 28.2
United States 12,858 8 12.1
Europe(1) 4,736 17 21.2
MEA 1,487 2 6.7
SCA&C 1,750 10 9.8
Operating segments 26,235 52 78
Other activities 2,668 — —
Assets held for sale 42 — —
Total Consolidated $ 28,945 52 78.0
“—” Not applicable
(1) “Number of cement and grinding plants” and “installed cement grinding capacity” include two cement plants that are temporarily inactive with an annual installed grinding capacity of 1.7 million tons of cement and does not include other cement and grinding plants that, as of December 31, 2025, we expect to remain permanently inactive.
The above table excludes our proportional interest in the installed capacity of companies in which we hold a non-controlling interest and reflects our organizational structure as of December 31, 2025.
Beginning in the late 1980s, we embarked on a major geographic expansion program intended to diversify our cash flows and enter into markets whose economic cycles within the cement industry operate largely independently from Mexico and which, at the time, we believed offered long-term growth potential. We have also built an extensive network of marine and land-based distribution centers and terminals that give us marketing access around the world. As part of our strategy, we have undertaken and are undertaking actions designed to streamline and reposition our portfolio with the goal of achieving a higher profitable growth. As such, we expect to rebalance our portfolio by focusing on the markets that we believe offer long-term growth potential and retaining those assets that we believe are best suited to grow, offering us long-term profitability. While these actions are being undertaken, we could continue to complement our strategy with organic, bolt-on investments, on a stand-alone basis or with other partners, using a metropolis-centric approach leveraging our related businesses and digital strategy. The following are our most significant acquisitions, divestitures and reconfigurations that we have announced or closed since 2023 through 2025:
• On January 25, 2023, in Manila, Philippines, Cemex Asian South East Corporation (“CASEC”), an indirect subsidiary of Cemex, filed a Tender Offer Report on Form 19-1 with the Securities and Exchange Commission of the Philippines and the Philippine Stock Exchange, pursuant to Rule 19 of the Securities Regulation Code of the Philippines, in connection with its intention to conduct a voluntary tender offer (the “CHP Tender Offer”) to acquire a minimum of 1 and a maximum of 1,614,000,000 common shares of Cemex Holdings Philippines, Inc. (“CHP”). The tender offer period commenced on February 16, 2023 and lasted for a period of 20 business days, ending on March 16, 2023. Payment of the net proceeds of the validly tendered shares took place on March 30, 2023. As part of the CHP Tender Offer, CASEC acquired 1,614,000,000 common shares of CHP, resulting in CASEC owning 89.86% of the outstanding common shares of CHP. In the CHP Tender Offer,
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CASEC paid 1.30 Philippine Pesos per share, an equivalent of 2,098.20 million Philippine Pesos ($36 million as of December 31, 2023, based on an exchange rate of 58.822 Philippine Pesos to $1.00) for all the acquired shares. In December 2024, we sold our operations in the Philippines. See “Item 5. Operating and Financial Review and Prospects—Results of Operations—Significant Transactions” and “Item 5. Operating and Financial Review and Prospects—Results of Operations—Discontinued Operations” for more information.
• On February 3, 2023, the Colombian Financial Superintendency (Superintendencia Financiera de Colombia) authorized Cemex España, S.A. (“Cemex España”) to commence a public delisting tender offer (the “Delisting CLH Offer”) to acquire a minimum of one ordinary share and a maximum of 26,281,913 ordinary shares of Cemex Latam Holdings, S.A. (“CLH”). The period to tender CLH shares under the Delisting CLH Offer concluded on February 28, 2023, with the final results of the Delisting CLH Offer being confirmed on March 3, 2023. As a result of the Delisting CLH Offer, we acquired 23,232,946 ordinary shares of CLH, increasing our interest to 99.46% of CLH (excluding shares owned by CLH) and delisted CLH’s shares from the Colombian Stock Exchange (Bolsa de Valores de Colombia). The registry of CLH’s shares in the National Registry of Securities and Issuers (Registro Nacional de Valores y Emisores) was canceled thereafter. The total consideration that we paid as a result of the acquisition of the validly tendered shares amounted to 4,735 Colombian Pesos per share, totaling 110,007,999,310 Colombian Pesos ($29 million as of December 31, 2023, based on an exchange rate of 3,757.08 Colombian Pesos to $1.00).
• During 2023, we completed the acquisition of various business and controlling interest acquisitions, primarily in the aggregates, mortars, maritime operations, adhesives, and construction demolition and excavation waste recycling sectors, for a total consideration of $101 million. We determined goodwill for these transactions for $6 million.
• On September 3, 2024, we announced that we acquired a 51% controlling interest in a Berlin-based recycling company from the Heim Group in Germany for a price of $4 million. This company processes mineral construction, demolition, excavation materials and operates one plant to store biogenic CO2 in recycled mineral waste.
• On September 10, 2024, we sold our operations in Guatemala to a subsidiary of Holcim Ltd, for a total consideration of $212 million. The divested assets mainly consist of one grinding mill with an installed capacity of around 0.6 million metric tons per year, three ready mix plants and five distribution centers. For the year ended December 31, 2023 and for the period from January 1 to September 10, 2024, our operations in Guatemala are reported in the income statements, net of income tax, in the single line item “Discontinued operations,” including during the year ended December 31, 2024 a gain on sale of $163 million, net of the reclassification of foreign currency translation effects accrued in equity until the date of loss of control.
• On November 1, 2024, we sold our non-controlling equity interest of 34.8% in Neoris to EPAM Systems, Inc. (“EPAM”) for a total consideration of $215 million resulting in a gain of $139 million recognized within Other expenses, net. Previously, on October 25, 2022, we sold to Advent International (“Advent”) a 65% controlling interest in Neoris for a total of $119 million and retained such non-controlling interest of 34.8%. The remaining non-controlling interest was remeasured at fair value upon loss of control, was subsequently accounted for under the equity method and was presented within the line item “Investments in associates and joint ventures.”
• On December 2, 2024, we closed the sale of our operations in the Philippines through separate agreements executed on April 25, 2024 with DACON Corporation, DMCI Holdings, Inc. and Semirara Mining & Power Corporation, for a total consideration related to our controlling interest of $798 million. In particular, (i) Cemex Asia B.V. (“Cemex Asia”) divested a 100% equity interest in CASEC, (ii) one of the buyers acquired a 100% interest in Apo Land & Quarry Corporation (“ALQC”), of which 40% of the purchase price corresponded to Cemex Asia for its indirect equity interest in ALQC; and (iii) one of the buyers acquired a 100% interest in Island Quarry and Aggregates Corporation (“IQAC”), of which 40% of the purchase price corresponded to Cemex Asia for its indirect equity interest in IQAC. As part of the transaction, the buyers assumed the financial
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debt of CHP. At the time of the transaction, CASEC owned an 89.86% interest in CHP. CHP is the owner of Cemex’s former main operating subsidiaries in the Philippines engaged in the production, sale, and distribution of cement and other buildings materials and is listed on the Philippine Stock Exchange, Inc. ALQC and IQAC are the primary suppliers of raw materials used in the now former operations of Cemex in the Philippines. The divested assets mainly consisted of two cement plants with an installed capacity of around 5.7 million metric tons per year, six marine distributions terminals and 18 land distribution centers, among other assets and investments in extracting entities. For the year ended December 31, 2023 and for the period from January 1 to December 2, 2024, our operations in the Philippines are reported in the income statements, net of income tax, in the single line item “Discontinued operations,” including during the year ended December 31, 2024 a loss on sale of $119 million, net of the reclassification of foreign currency translation effects accrued in equity until the date of loss of control and goodwill cancellation of $79 million.
• On January 30, 2025, we completed the sale of our operations in the Dominican Republic to Cementos Progreso Holdings, S.L. (“Progreso”), and its strategic partners for a total consideration of $928 million, after adjustments for final cash, debt, and working capital balances. The divested assets mainly consist of one cement plant in the Dominican Republic consisting of two integrated production lines and related cement, concrete and aggregates assets; marine terminals and a commercialization business to Haiti. For the years ended December 31, 2023 and 2024 and for the period from January 1 to January 30, 2025, our operations in the Dominican Republic are reported in our income statements, net of income tax, in the single line item “Discontinued operations,” including in 2025 a gain on sale of $551 million, net of the reclassification of foreign currency translation effects accrued in equity until the date of sale and goodwill cancellation of $13 million.
• On October 6, 2025, we concluded the sale of substantially all our operations and the majority of our assets in Panama to Grupo Estrella for a total consideration of $200 million, subject to final adjustments. The divested assets mainly consist of one cement plant in Calzada Larga, Chilibre, which, as of December 31, 2024, had an installed cement capacity of around 1.2 million metric tons per year, and related cement, ready-mix concrete, aggregates assets, and rights to acquire additional reserves from operations in Panama. For the years ended December 31, 2023 and 2024 and for the period from January 1 to October 6, 2025, our operations in Panama are reported in our income statements, net of income tax, in the single line item “Discontinued operations,” including in 2025 a loss on sale of $63 million and a goodwill cancellation of $24 million.
• On October 6, 2025, we announced that we increased our holdings to a majority stake in Couch, by an additional 30%, for a price of $34 million, expanding our investment in Couch from 49% to 79%. Couch is a sand and gravel supplier across the southeastern United States that operates seven sand and gravel pits and five marine terminals. During the year ended December 31, 2025, we determined goodwill for this transaction for $25 million.
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External Revenues by Reportable Segment for the Year Ended December 31, 2025
The following chart indicates the breakdown of our external revenues by reportable segment, for the year ended December 31, 2025:
The following chart indicates the breakdown of our external revenues by line of business, for the year ended December 31, 2025:
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Our Businesses
We strive to provide superior building solutions in the markets we serve. To this end, we tailor our products and services to suit customers’ specific needs, from home construction, improvement, and renovation to infrastructure, commercial, industrial, agricultural, and marine/hydraulic applications.
Cement
Cement is a binding agent, which, when mixed with sand, stone or other aggregates and water, produces either ready-mix concrete or mortar. Whether in bags or in bulk, we provide our customers with high-quality branded cement products and services. We use our professional knowledge and experience to develop customized products designed to satisfy our clients’ specific requirements and that also foster sustainable construction. In many of the countries where we have cement operations, a large proportion of cement sold is a bagged, branded product. We often deliver the product to a large number of distribution outlets such that our bagged, branded cement is available to the end users at a point of sale in close proximity to where the product will be used. We seek to develop brand identity and recognition in our bagged product.
We manufacture cement through a closely controlled chemical process, which begins with the mining and crushing of limestone and clay, and, in some instances, other raw materials. The clay and limestone are then pre-homogenized, a process which consists of combining different types of clay and limestone. The mix is typically dried, then fed into a grinder which grinds the various materials in preparation for the kiln. The raw materials are calcined, or processed, at a very high temperature in a kiln, to produce clinker. Clinker is the intermediate product used in the manufacture of cement. For limestone and clay, requirements are based on chemical composition that, depending on the other materials available, matches the quality demanded by the production process. For all the raw materials, we run chemical tests to prepare the mining plan of the quarry, to confirm material quality and reduce variations in the mineral content. We consider that limestone and clay quality of our cement raw materials quarries are adequate for the cement production process.
There are two primary processes used to manufacture clinker: the dry process and the wet process. The dry process is more fuel efficient. As of December 31, 2025, 48 of our 50 operative cement production plants used the dry process and two used the wet process. Our operative production plants that use the wet process are in Nicaragua (leased) and Trinidad and Tobago. In the wet process, the raw materials are mixed with water to form slurry, which is fed into a kiln. Fuel costs are greater in the wet process than in the dry process because the water that is added to the raw materials to form slurry must be evaporated during the clinker manufacturing process. In the dry process, the addition of water and the formation of slurry are eliminated, and clinker is formed by calcining the dry raw materials. In the most modern application of this dry process technology, the raw materials are first blended in a homogenizing silo and processed through a pre-heater tower that utilizes exhaust heat generated by the kiln to pre-calcine the raw materials before they are calcined to produce clinker.
Clinker, gypsum and additions (like limestone, fly ash, slag, pozzolan or other supplementary cementitious materials depending on the cement type) are fed in pre-established proportions into a cement grinding mill where they are ground into an extremely fine powder to produce finished cement. We primarily cover our gypsum needs from third parties; however, as of December 31, 2025, we also operated gypsum quarries in Mexico, Jamaica and the Dominican Republic and Egypt. Our main types of cement include the following:
Gray Portland Cement. Our gray portland cement is a high-quality, cost-effective building material, mainly composed of clinker, that meets applicable chemical and physical requirements and is widely used in all construction segments: residential, commercial, industrial, and public infrastructure.
White Cement. We manufacture this type of cement with limestone, low iron content kaolin clay, and gypsum. Customers use our white portland cement in architectural works requiring great brightness and artistic finishes, to create mosaics and artificial granite, and for sculptural casts and other applications where white prevails.
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Masonry or Mortar. Masonry or mortar is a portland cement that we mix with finely ground inert matter (limestone). Our customers use this type of cement for multiple purposes, including concrete blocks, templates, road surfaces, finishes, and brick work.
Blended Cement. Blended hydraulic cements are produced by inter-grinding or blending portland cement and supplementary cementitious materials such as ground granulated blast furnace slag, fly ash, silica fume, calcined clay and other pozzolans and, in some cases, inert matter (limestone). The use of blended cements in ready-mix concrete reduces mixing water and bleeding, improves workability and finishing, inhibits sulfate attack and the alkali-aggregate reaction, and reduces the heat of hydration. Cemex offers an array of blended cements which have a lower CO2 footprint resulting from their lower clinker content due to the addition of supplementary cementitious materials. The use of blended cements reinforces our dedication to sustainable practices and furthers our objective of offering an increasing range of products with sustainable attributes.
Ready-Mix Concrete
Ready-mix concrete is a combination of cement, fine and coarse aggregates, admixtures (which control properties of the concrete including plasticity, pumpability, freeze-thaw resistance, strength and setting time), and water. We tailor our ready-mix concrete to fit our clients’ specific needs. By changing the proportion of water, aggregates, and cement in the mix, we modify our concrete’s resistance, manageability, and finish. We also use additives to customize our concrete consistent with the transportation time from our plant to the project, weather conditions at the construction site, and the project’s specifications. From our water-resistant to our self-compacting concrete, we produce a great variety of specially designed concrete to meet the many challenges of modern construction.
We develop solutions based on our thorough knowledge and application of ready-mix concrete technology. Leveraging years of experience, a global pool of knowledge, and state-of-the-art expertise about the different ready-mix concrete constituents and their interaction, we offer our customers tailor-designed concrete. Cemex ready-mix concrete technologists are able to modify the properties of concrete through the use of innovative chemical admixtures, combined with the proper proportions of the various concrete constituents. For example, depending on the type of application and jobsite requirements, we can design ready-mix concrete that is more fluid, stronger, develops strength faster, and also retains workability longer. Through the development of chemical admixtures solutions, our researchers design special concretes that fulfill the construction industry’s increasingly demanding performance requirements. Cemex offers a special ready-mix concrete portfolio, comprised of such products as ultra- rapid hardening concrete, crack-resistant/low shrinkage concrete, self-consolidating concrete, architectural concrete, pervious concrete, antibacterial concrete and a number of others.
We continuously work to improve the properties of ready-mix concrete that make it a key component of construction with sustainable attributes: durability, resistance to aggressive environments, light reflection, and capacity to store energy, among others. We also constantly work to develop innovative solutions that advance the sustainable attributes of structures made with ready-mix concrete. This way, our customers can design buildings with sustainable attributes that can take advantage of the benefits of concrete in a wide range of applications. We offer engineered concrete for harbors and bridges with a special design of high-performance concrete that combines durability and low maintenance with resistance to aggressive environments, and for industrial applications which consists of concrete with high acid resistance which is robust and durable for such uses as cooling towers. We also offer concrete for building and housing used for structures such as self-compacting concrete that improves the strength and durability of building structures, while reducing energy use and noise due to concrete vibration, and envelope concrete such as structural lightweight concrete or insulating concrete forms which offer insulation solutions to improve energy efficiency in buildings, and concrete for building design that takes advantage of concrete’s capacity to store energy-its thermal mass-minimizing temperature fluctuations in a building over the course of the day, reducing the need for additional heating and cooling. We also offer ready-mix concrete for water and wastewater management and for roads and pavements.
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The types of ready-mix concrete we offer our clients include, but are not limited to:
Standard Ready-Mix Concrete. Standard ready-mix concrete is the most common form of concrete. It is prepared for delivery at a concrete plant instead of mixed on the construction site.
Architectural and Decorative Concrete. This type of ready-mix concrete can provide a structural function, as well as an aesthetic or decorative finish. It can offer smooth or rough surfaces or textures, as well as a variety or range of colors.
Rapid-Setting Concrete. Designed to enhance early strength development, this type of ready-mix concrete allows fast formwork removal, accelerated construction sequencing, and rapid repair for such jobs as roads and airport runways. Typically used in low temperature (5-10°C) concreting during winter, this type of ready-mix concrete can also be used in buildings, railways, and precast applications. In addition to saving time, this type of ready-mix concrete technology offers improved durability and acid resistance.
Fiber-Reinforced Concrete. Ready-mix concrete designed with micro or macro fibers that can be used either for structural applications, where the fibers can potentially substitute for steel rebar reinforcement, or for reducing shrinkage, primarily early age shrinkage. Macro fibers can significantly increase the ductility of concrete, making it highly resistant to crack formation and propagation.
Fluid-Fill Concrete. Fluid mortar or ready-mix concrete simplifies the process of laying pipe and cable by surrounding the pipe or cable with a tightly packed shell that provides protection from the elements, prevents settling, and enables crews to work quickly.
Roller-Compacted Concrete. Compacted in place and cured, roller-compacted concrete is a zero-slump ready-mix concrete with the abrasion resistance to withstand high velocity water, making it the material of choice for spillways and other infrastructure subject to high flow conditions. It represents a competitive solution in terms of cost and durability when compared to asphalt.
Self-Consolidating Concrete. Self-consolidating concrete has very high flow; therefore, it is self-leveling, eliminating the need for vibration. Due to the superplasticizers used, chemical admixtures that impart very high flow, self-consolidating concrete exhibits very high compaction as a result of its low air content. Consequently, self-consolidating concrete can have very high strengths, exceeding 50 megapascals.
Pervious Concrete. Because of its unique design mix, pervious concrete is a highly porous material that allows water, particularly rainwater, to filter through, reduces flooding and heat concentration by up to 4°C, and helps to prevent skidding on wet roads. This ready-mix concrete is ideally used in parking lots, footpaths, and swimming pool border applications.
Antibacterial Concrete. This type of ready-mix concrete helps to control bacteria growth and is used to help maintain clean environments in structures such as hospitals, laboratories, and farms.
Aggregates
We are one of the world’s largest suppliers of aggregates: primarily the crushed stone, sand, and gravel, used in virtually all forms of construction. Our customers use our aggregates for a wide array of applications: as a key component in the construction and maintenance of highways, walkways, parking lots, airport runways, and railways; for drainage, water filtration, purification, and erosion control; as fill material; for sand traps on golf courses, beaches, playing field surfaces, horse racing tracks, and related applications; and to build bridges, homes, and schools.
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Aggregates are obtained from land-based sources such as sand and gravel pits and rock quarries or by dredging marine deposits.
Hard Rock Production. Rock quarries usually operate for at least 30 years and are developed in distinct benches or steps. A controlled explosion is normally used to release the rock from the working face. It is then transported by truck or conveyor to a crusher to go through a series of crushing and screening stages to produce a range of final sizes to suit customers’ needs. Dry stone is delivered by road, rail or water from the quarry.
Sand and Gravel Production. Sand and gravel quarries are much shallower than rock quarries and are usually worked and restored in progressive phases. Water can either be pumped out of the quarries allowing them to be worked dry or they can be operated as lakes with extraction below water. A conveyor draws the raw material into the processing plant where it is washed to remove unwanted clay and to separate sand. Sand separated during processing is dewatered and stockpiled. Gravel then passes over a series of screens that sieve the material into different sizes. Processing separates the gravel into stockpiles in a range of sizes for delivery.
Marine Aggregate Production. A significant proportion of the demand for aggregates is satisfied from rivers, lakes, and seabeds. Marine resources are increasingly important to the sustainable growth of the building materials industry. Marine aggregates also play an important role in replenishing beaches and protecting coastlines from erosion. At sea, satellite navigation is used to position a vessel precisely within its licensed dredging area. Vessels trail a pipe along the seabed and use powerful suction pumps to draw sand and gravel into the cargo hold. Dredged material is discharged at wharves, where it is processed, screened and washed for delivery.
Aggregates are an indispensable ingredient in ready-mix concrete, asphalt, and mortar. Accounting for 60% to 75% of ready-mix concrete’s volume, aggregates strongly influence concrete’s freshly mixed and hardened properties. Aggregates not only increase concrete’s strength, but also can make the mix more compact, enabling applications such as weatherproofing and heat retention. They can further contribute to concrete’s aesthetic qualities. For example, sand gives surface treatments their brightness.
The types of aggregates we offer our clients include, but are not limited to:
Crushed Stone and Manufactured Sand. These products are obtained by mining rock and breaking it down to a preferred size. In the case of manufactured sand, the product is obtained by crushing rock to the selected shape or texture, ensuring product and project specifications are met. Sources of crushed stone can be igneous, sedimentary, or metamorphic.
Gravel. Gravel deposits are produced through a natural process of weathering and erosion. It can be used for roads, for concrete manufacturing, or for decorative purposes.
Sand. Sand occurs naturally and is composed of fine rock material and mineral particles. Its composition is variable depending on the source. It can be used for roads, concrete manufacturing, or sanitation.
Recycled Concrete. Recycled concrete is created by breaking, removing, and crushing existing concrete to a preferred size. It is commonly used as a base layer for other construction materials because it compacts to form a firm surface.
Urbanization Solutions
Urbanization Solutions are adjacent complementary businesses to our traditional cement, aggregate and ready-mix concrete core businesses, a portfolio of complementary products designed to address urbanization opportunities and evolving industry trends. These solutions are organized around four relevant businesses: construction chemicals, mortars, concrete products, and asphalt.
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Construction Chemicals
Construction Chemicals are specialized, engineered compounds designed to improve the strength, durability, and workability of materials such as concrete, as well as to protect structures from environmental damage ensuring longer life and structural integrity. Construction Chemicals include concrete admixtures, cement admixtures, waterproofing solutions, among others. The following are examples of construction chemicals we offer to our customers:
• Admixtures ISOMILL 4000 Series grinding aids and cement enhancers that provide significant carbon reduction, higher process efficiency and enhanced strength.
• Admixtures ISOFLOW 6000 Series high-performance superplasticizer technology for ready-mixed concrete producers that enable water and carbon reduction of up to 50% in concrete mix designs.
Mortars
Mortars are a wide range of cementitious solutions for the building envelope, including wall, repair and flooring solutions, as well as mortar and concrete mixes used for masonry purposes and specialized concrete repair needs. Mortars solutions address key megatrends driving growth in the construction industry such as housing and infrastructure renovation. The following are examples of mortars we offer to our customers:
• Multiplast, a cementitious high performance wall covering solution designed as a wall finishing solution for interior and exterior walls, water and mold resistant and easy to apply.
• Cemex dry silo mortar provides an innovative and efficient solution to mortar delivery, particularly to larger sites. There is no need for mixing areas on site as all the material is pre-blended in the silo. The guaranteed color, consistency and controlled workability are backed up by Cemex’s training and support.
Concrete Products
We manufacture finished concrete building elements at offsite locations, and their transportation and assembly on site. This approach provides a faster, safer and more sustainable construction model that cities around the world are increasingly demanding. Concrete products include: blocks, sleepers and slabs among other pre-made concrete solutions. The following are examples of concrete products we offer to our customers:
• Precast elements for mobility and urban infrastructure such as rail sleepers.
• High-end concrete products for various building solutions such as concrete blocks, concrete flooring systems and concrete block paving.
Asphalt
We offer a range of industry leading high performance asphalt solutions for a wide range of applications, including, but not limited to, highways, local authority needs, housing, utility and sports. Our offer includes sustainable solutions that enable professional contractors to deliver exceptional results. The following are examples of asphalt we offer to our customers:
• VIALOW Low Carbon Asphalt. Sustainable and circular asphalt solutions to support our collective climate strategies, working in collaboration to build a better and greener world.
• VIAPAVE. A thin surface course asphalt to meet the demands of modern roads and highways.
• VIADRIVE. An asphalt solution that offers a durable, great finish and a tough surface for driveways and parkings.
• VIACOURT. The optimum asphalt material designed and engineered for the use in high performance sports surfaces.
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Services
We continuously communicate and interact with our customers to try to identify and implement effective ways to meet their toughest challenges. We recognize that customer loyalty happens by design, not by chance. To better serve our customers, we not only need to have a clear understanding of what they need, but also the means and passion to fulfill those needs.
In each market and locality in which we operate, we seek to provide our customers with integrated building solutions. For example, to solve infrastructure needs in major cities, we not only provide ready-mix concrete, but for some projects we also design the project, define technical solutions, offer different financial schemes and execute the project in collaboration with local builders. Similarly, we work alongside our neighbors in small, less-affluent communities to help them try and solve their housing needs and pave their streets and sidewalks.
The following are examples of the different services offered to our customers throughout our operations, which may vary from location to location:
Enhanced Loading Experience. This service offers our customers flexibility and efficiency by applying technologies and solutions in the loading process in order to, among other results, minimize loading time resulting in improved loading capacity, truck efficiency and drivers’ safety. These technologies and solutions include: ATM-like bulk-cement, fast lanes, real time loading status, license plate recognition, and radio-frequency identification. Aligned with our commitment to provide flexibility and efficiency to our customers, we continue to evolve and enhance loading technology. Over the past year, we have improved processes by implementing new technologies and solutions to further reduce loading times and optimize truck efficiency. Additionally, this initiative has proven successful and is now being replicated in various countries, strengthening our global network and ensuring a faster and more effective loading experience for customers.
Supply Chain Control Tower. As part of our commitment in seeking operational excellence, our Control Tower integrated multiple services, including drivers’ safety and real-time inventory visibility, to enhance supply chain efficiency. By leveraging advanced technologies and data-driven insights, we improve coordination, reduce disruptions, and optimize decision-making. These capabilities enable us to enhance customer order fulfillment, so that our customers receive their orders accurately, on time, and in optimal conditions.
Customer-Oriented Training. Online learning continues to be an effective channel to engage with existing and potential customers and suppliers. In 2025, Cemex hosted two free online courses on Sustainable Construction and Sustainable Development.
Technical Support. We aim to provide our customers with technical assistance through our state-of-the-art equipment and our highly professional, well-trained technical services staff. We strive to provide value above and beyond fulfilling our customers’ need for cement, aggregates, ready-mix concrete, and related products such as mortar.
These services do not produce revenues on a stand-alone basis but are part of our comprehensive value proposition.
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Description of Our Raw Materials Resources and Reserves
We are a leading global provider of building materials and solutions, including cement, ready-mix concrete, aggregates and Urbanization Solutions. Our cement production process begins with the mining and crushing of limestone and clay, and, in some instances, other raw materials. We have access to limestone and clay quarries near most of our cement plant sites worldwide since these minerals are the main raw materials in the cement production process.
In addition, we are one of the world’s largest suppliers of aggregates, primarily hard rock, sand, and gravel, obtained from quarries, to be used in ready-mix concrete and other concrete-based products such as blocks and pipes.
Customers use our aggregates for a wide array of purposes, from key components in the construction and maintenance of highways, walkways, and railways to indispensable ingredients in concrete, asphalt and mortar. Aggregates can be used in their natural state or crushed into smaller size pieces.
The types of mines mostly used to extract raw materials for aggregates and cement production are open pit or open cut, which relate to deposits of economically useful minerals or rocks that are found near the land surface. Open-pit mines that produce raw materials for our industry are commonly referred to as quarries.
Open-pit mines are typically enlarged until either the mineral resource is exhausted or an increasing ratio of overburden to exploitable material makes further mining uneconomic. In some cases, we also extract raw materials by dredging underwater deposits.
Raw materials for our own cement production processes are obtained mainly from our own sources. However, we may cover our aggregates and other raw materials needs through supply from third parties. For the year ended December 31, 2025, approximately 3.9% of our total raw material needs were supplied by third parties.
Mineral resources are defined as a concentration or occurrence of material of economic interest in or on the earth’s crust in such form, grade or quality, and quantity that there are reasonable prospects for its economic extraction. A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable.
Our resources estimates are prepared by Cemex’s engineers and geologists, some of which are considered qualified persons under sub-part 1300 of Regulation S-K of the Securities Act (“Regulation S-K 1300”), and such estimates are then analyzed and verified annually by other business units within the Company, jointly with the associated regional technical managers, once information is available. Our quarries must also be operated and maintained in accordance with applicable environmental permits and requirements. For more information, see “Item 4. Information on the Company—Regulatory Matters and Legal Proceedings—Environmental Matters” for details. In specific circumstances we have used the services of third-party geologists and/or engineers to validate our own estimates. The three categories of resources, in decreasing level of confidence, are the following:
(1) A measured mineral resource is that part of a mineral resource for which quantity is estimated on the basis of conclusive geological evidence and sampling. A measured mineral resource has a higher level of confidence than the level of confidence of either an indicated mineral resource or an inferred mineral resource. It may be converted to a proven mineral reserve or to a probable mineral reserve.
(2) An indicated mineral resource is that part of a mineral resource for which quantity is estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with an indicated mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. An indicated mineral resource has a lower level of confidence than the level of confidence of a measured mineral resource and may only be converted to a probable mineral reserve.
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(3) An inferred mineral resource is that part of a mineral resource for which quantity is estimated on the basis of limited geological evidence and sampling. An inferred mineral resource has the lowest level of geological confidence of all mineral resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability. An inferred mineral resource may not be converted to a mineral reserve.
Mineral reserves are defined as the economically mineable part of a measured or indicated mineral resource. Our reserves estimates are prepared by Cemex’s engineers and geologists, some of which are considered qualified persons under Regulation S-K 1300, and such estimates are then analyzed and verified annually by other business units within the Company, jointly with the regional technical managers associated, once information is available. Our quarries must also be operated and maintained in accordance with applicable environmental permits and requirements. See “Item 4. Information on the Company—Regulatory Matters and Legal Proceedings—Environmental Matters” for more information. In specific circumstances we have used the services of third-party geologists and/or engineers to validate our own estimates. The two categories of reserves, in decreasing level of confidence, are the following:
(1) Proven reserves are for which (i) the quantity is computed from dimensions revealed by drill data, together with other direct and measurable observations such as outcrops, trenches and quarry faces; (ii) the grade and/or quality are computed from the results of detailed sampling; and (iii) the sampling and measurement data are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of the reserves are well-established. Reserves are considered as proven when, based on our interpretation of applicable laws and regulation, legal and environmental conditions are met and required permits and approvals have been obtained to allow for the extraction of the material.
(2) Probable reserves are those for which quantity and grade and/or quality are computed from information similar to that used from proven reserves, but the sites for inspection, sampling and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation.
Our reserves determination incorporates only materials meeting specific quality requirements. For aggregates used in ready-mix concrete, such requirements are based on hardness, shape and size. For cement raw materials (mainly limestone and clay), such requirements are based on a chemical composition that matches the quality demanded by the production process. In the case of cement raw materials, since chemical composition varies from production sites and even within the same site, we conduct geostatistical chemical tests and determine the best blending proportions to meet production quality criteria and to try to maintain an extraction ratio close to 100% of the reported reserves for such materials.
The main equipment utilized in our production sites consists of the following:
• In our cement facilities: drills, crushers, kilns, coolers, mills, packing/loading machines, pay loaders, excavators, off-road trucks, and other material handling equipment.
• In our ready-mix concrete facilities: batch plants, silos, and mobile equipment and mixer trucks.
• In our aggregates facilities: drills, crushers, screens, belt conveyors, pay loaders, excavators, trucks, and other material handling equipment.
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Our estimates distinguish between owned and leased reserves, the latter being determined over the term of the lease contract, and including only those permitted reserves which are proven and probable. As of December 31, 2025, our total cement raw materials and aggregates resources and reserves were located in 372 sites, comprising a property surface of approximately 88,333 hectares. Of these sites, 50% are located on land owned by Cemex, 24.1% are on land leased by Cemex, and 25.9% are on land owned in part and leased in part. The following maps show our production stage and development stage quarries’ locations as of December 31, 2025:
Mexico, United States, and SCA&C
Europe and MEA(1)
(1) Excludes marine extraction sites in the United Kingdom.
Our mining properties are classified as follows:
(1) Production Stage: Properties with reported proven or probable reserves where we have active mining operations.
(2) Development Stage: Properties with reported proven or probable reserves where we do not have active mining operations.
(3) Exploration Stage: Properties with no reported reserves.
As of December 31, 2025, we had 273 cement raw materials and aggregates properties in the production stage, 70 properties in the development stage and 29 properties in the exploration stage.
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As of December 31, 2025, we had 118 cement raw materials quarries in the production and development stage and five quarries in exploration stage across our global operations, serving our facilities dedicated to cement production, which are commonly located at or near the cement plant facilities. Annualized production of cement raw materials totaled 50.3 million tons for 2025, 54.7 million tons for 2024 and 61.2 million tons for 2023. We estimate that our proven and probable cement raw material reserves, on a consolidated basis, have an average remaining life of approximately 91.2 years. Average remaining life, also known as years to depletion, is calculated based on total reserves divided by the average production of the five previous years; so, for the year ended December 31, 2025, total reserves are divided by the average annual cement raw materials production between the years ended December 31, 2021 and December 31, 2025. Reserves and production from the quarry located in Maceo are excluded from this calculation. As of December 31, 2025, we operated substantially all of our cement raw materials quarries, some of which are jointly operated with third parties. The tables set forth below present our total measured, indicated and inferred cement raw materials resources (exclusive of proven and probable reserves) and permitted (based on our interpretation of existing permits, licenses and applicable laws and regulations) proven and probable cement raw materials reserves by geographic segment and material type extracted or produced in our cement raw materials quarries operations.
For purposes of the tables set forth below, (1) “Rest of Europe and MEA” consists mainly of our operations in the Czech Republic, Croatia, Egypt and the UAE, (2) “Caribbean TCL” consists of TCL’s operations mainly in Trinidad and Tobago, Jamaica, Barbados and Guyana, and (3) “Rest of SCA&C” consists mainly of our operations in Peru, Puerto Rico, Nicaragua, Jamaica, and the Caribbean, excluding the operations of TCL.
As of December 31, 2025
Resources (million tons)(4)(5)(6)
Country(1) Mineral Measured (M) Indicated (I) Total (M) + (I) Inferred
Mexico(2) Limestone 57 305.2 362 1,551
Clay 15 0 15 105
Others 0 5 5 6
United States(3) Limestone 29 177 206 354
Clay 0 0 0 0
Others 0 0 0 0
Europe and MEA:
United Kingdom Limestone 0 59 59 0
Clay 0 5 5 0
Germany Limestone 0 0 0 51
Poland Limestone 0 0 0 170
Spain Limestone 5 0 5 199
Clay 0 0 0 2
Others 0 0 0 0
Rest of Europe and MEA Limestone 255 0 255 44
Clay 55 0 55 0
Others 0 0 0 0
SCA&C:
Colombia(7) Limestone 259 449 708 875
Clay 51 58 109 11
Others 8 10 18 7
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As of December 31, 2025
Resources (million tons)(4)(5)(6)
Country(1) Mineral Measured (M) Indicated (I) Total (M) + (I) Inferred
Caribbean TCL Limestone 148 0 148 0
Clay 0 0 0 0
Others 0 0 0 0
Rest of SCA&C Limestone 10 5 15 0
Clay 0 0 0 0
Others 0 0 0 0
Cemex Consolidated Limestone 763 995 1,759 3,244
Clay 121 63 184 118
Others 8 15 23 13
Totals 892 1,074 1,966 3,375
As of December 31, 2025
Reserves (million tons)(4)(5)(6)
Country(1) Mineral Number of Quarries(8) Proven Probable Total 2025 Annualized Production
Mexico(2) Limestone 15 1,285 1,627 2,912 16
Clay 12 142 148 290 2
Others 12 5 4 9 0
United States(3) Limestone 19 497 37 534 11
Clay 2 31 0 31 0.2
Others 3 1 0 1 0
Europe and MEA:
United Kingdom Limestone 2 40 0 40 1.4
Clay 3 22 6 28 0.4
Germany Limestone 1 8 82 90 1.7
Poland Limestone 2 107 84 191 2.7
Spain Limestone 8 93 71 164 2.9
Clay 4 1 5 6 0
Others 2 0 15 15 0
Rest of Europe and MEA Limestone 5 100 167 267 5.9
Clay 2 1 13 14 0.7
Others 3 1 0 1 0
SCA&C
Colombia(7) Limestone 11 53 149 202 2.9
Clay 2 7 5 12 0.1
Others 3 3 5 8 0
Caribbean TCL Limestone 3 7 102 109 2
Clay 1 1 4 5 0
Others 3 0 14 14 0
Rest of SCA&C Limestone 5 2 9 11 0
Clay 0 0 0 0 0
Others 0 0 0 0 0
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As of December 31, 2025
Reserves (million tons)(4)(5)(6)
Country(1) Mineral Number of Quarries(8) Proven Probable Total 2025 Annualized Production
Cemex Consolidated Limestone 71 2,192 2,328 4,520 47
Clay 26 205 181 386 3.4
Others 26 10 38 49 0.4
Totals 123 2,407 2,548 4,955 50.3
(1) Country indicates location unless otherwise noted.
(2) Our cement raw materials operations in Mexico include three limestone quarries that also produce hard rock aggregates.
(3) Our cement raw materials operations in the United States include one limestone quarry that also produces hard rock aggregates.
(4) Figures for reserves and resources are rounded.
(5) Our 2025 cement raw materials resources and reserves were estimated based on an average sales price during the year ended December 31, 2025 for cement of $141.2 per metric ton, excluding freight. This price is impacted by product mix, location, and exchange rates. One ton of limestone is used to produce 1.08 tons of cement.
(6) Resources and reserves are reported excluding expected wastes, meaning its best estimation of final usable/saleable material.
(7) Production from the quarry located in Maceo is excluded from this calculation.
(8) The number of quarries may include sites in exploration stages.
As of December 31, 2025, we had 225 aggregate quarries in the production and development stage across our global operations, mostly dedicated to serving our ready-mix concrete and aggregates businesses. Annualized production of aggregates totaled 112.0 million tons for 2025, 110.4 million tons for 2024 and 112.5 million tons for 2023. We estimate that our proven and probable aggregates reserves, on a consolidated basis, have an average remaining life of 27 years. Average remaining life, also known as years to depletion, is calculated based on total reserves divided by the average production of the five previous years; so, for the year ended December 31, 2025, total reserves are divided by the average annual cement raw materials production between the years ended December 31, 2021 and December 31, 2025. As of December 31, 2025, we operated a majority of our aggregate quarries, some of which are jointly operated with third parties.
The tables set forth below present our total measured, indicated, and inferred aggregates resources (exclusive of proven and probable reserves) and permitted (based on our interpretation of existing permits and applicable laws and regulations) proven and probable aggregates reserves by geographic segment and material type extracted or produced in our aggregate quarries operations. We note that the locations of our aggregates reserves differ from those of our cement reserves:
As of December 31, 2025
Resources (million tons)(3)(4)(5)
Country(1) Mineral Measured (M) Indicated (I) Total (M) + (I) Inferred
Mexico Hardrock 99 166 265 46
United States(2) Hardrock 440 480 920 771
Sand & Gravel 125 330 455 45
Other 0 0 0 0
Europe and MEA:
United Kingdom Hardrock 0 52 52 24
Sand & Gravel 49 149 198 134
France Hardrock 2 12 14 0
Sand & Gravel 1 56 57 4
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As of December 31, 2025
Resources (million tons)(3)(4)(5)
Country(1) Mineral Measured (M) Indicated (I) Total (M) + (I) Inferred
Germany Hardrock 24 2 26 3
Sand & Gravel 5 7 12 0
Poland Hardrock 10 2 12 3
Sand & Gravel 3 18 21 13
Spain Hardrock 0 0 0 0
Sand & Gravel 0 0 0 0
Other 0 0 0 0
Israel Hardrock 180 0 180 0
Rest of Europe and MEA Hardrock 0 0 0 1
Sand & Gravel 10 4 14 0
SCA&C:
Colombia Sand & Gravel 74 111 185 420
Other 156 52 208 76
Caribbean TCL Hardrock 6 0 6 0
Sand & Gravel 3 4 7 0
Other 0 0 0 0
Rest of SCA&C Sand & Gravel 0 0 0 0
Cemex Consolidated Hardrock 761 714 1,475 848
Sand & Gravel 270 678 949 616
Other 156 52 208 76
Totals 1,187 1,444 2,632 1,540
As of December 31, 2025
Reserves (million tons)(3)(4)(5)
Country(1) Mineral Number of Quarries(6) Proven Probable Total 2025 Annualized Production
Mexico Hardrock 15 199 196 395 11.2
United States(2) Hardrock 20 704 36 740 33.4
Sand & Gravel 42 370 48 418 13.7
Other 1 3 0 3 0.1
Europe and MEA:
United Kingdom Hardrock 3 129 120 249 6.7
Sand & Gravel 44 126 30 156 8.5
France Hardrock 7 58 11 69 2.7
Sand & Gravel 33 127 15 142 6.9
Germany Hardrock 8 73 13 86 2.2
Sand & Gravel 13 37 53 90 1.9
Poland Hardrock 2 6 7 13 1.7
Sand & Gravel 4 2 1 3 1.6
Spain Hardrock 17 258 122 380 4.1
Sand & Gravel 3 29 0 29 1.6
Other 1 4 0 4 0.1
Israel Hardrock 7 99 111 210 12.8
Sand & Gravel 0 0 0 0 0
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As of December 31, 2025
Reserves (million tons)(3)(4)(5)
Country(1) Mineral Number of Quarries(6) Proven Probable Total 2025 Annualized Production
Rest of Europe and MEA Hardrock 6 16 0 16 0.6
Sand & Gravel 6 10 1 11 1.3
SCA&C:
Colombia Sand & Gravel 8 1 31 32 0
Other 1 14 0 14 0
Caribbean TCL Hardrock 2 7 5 12 0.5
Sand & Gravel 2 0 3 3 0.4
Other 1 0 4 4 0
Rest of SCA&C Sand & Gravel 3 0 2 2 0
Cemex Consolidated Hardrock 87 1,549 621 2,170 75.9
Sand & Gravel 158 702 184 886 35.9
Other 4 21 4 25 0.2
Totals 249 2,272 809 3,081 112
(1) Country indicates location unless otherwise noted.
(2) Our aggregate quarries for our operations in the United States include one quarry located in Canada.
(3) Figures for Reserves and Resources are rounded.
(4) Our 2025 aggregates resources and reserves were estimated based on an average sales price during the year ended December 31, 2025 for aggregates of $17.6 per ton, excluding freight. This price is impacted by product mix, location, and exchange rates.
(5) Resources and reserves are reported excluding expected wastes, meaning its best estimation of final usable/salable material.
(6) The number of quarries may include sites in exploration stages.
See “Item 4. Information on the Company—Our Businesses” for further details on our processing plants, other available facilities and operations.
Internal Controls on Production Activities and Associated Information
Cemex has implemented controls and procedures designed for quality assurance and quality control on the Company’s production activities and associated information for the estimation of mineral resources and reserves.
The quality assurance and quality control measures are applied to exploration, quarry production and cement plant processing activities. Cemex applies industry standards to evaluate the reliability of laboratory results that analyze exploration samples used in calculating mineral resource and reserve estimates, which are then analyzed and verified annually by other business units within the Company, jointly with the associated regional technical managers, once such information is available. Qualified persons and experts also verify the data resulting from analysis prior to using it in their work.
Additionally, Cemex has implemented internal controls designed for its mineral resources and reserves estimates to be compliant with Regulation S-K 1300 requirements, including the preparation of resources and reserve estimates by qualified persons and experts on the matter in the different locations where Cemex operates.
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Our Vision
VISION. Our vision and value creation model is comprised of the following four elements: (i) purpose, (ii) strategic priorities, (iii) values, and (iv) stakeholders.
PURPOSE. Our purpose is to address the world’s construction challenges through sustainable and innovative solutions that build a better future. This purpose guides every decision we make and underpins our approach to long-term value creation for our stakeholders.
STRATEGIC PRIORITIES. To achieve our purpose, our strategy is to create value and deliver sustainable growth by building and managing a global portfolio of cement, ready-mix concrete, aggregates and Urbanization Solutions businesses. We are focused on delivering long-lasting shareholder value creation, by achieving best-in-class operational performance, driving higher profitability, and generating stronger free cash flow, under the following levers:
• Operational Excellence: Achieve best-in-class operational performance with increased profitability through pricing strategy, cost containment, and continuous improvement in production efficiency, as well as enhanced free cash flow generation to support strategic investments, continued deleveraging, and sustainable returns to shareholders.
• Return on Capital: Evaluate all assets on a return on capital basis to ensure returns exceed our cost of capital for every asset under management, supported by continuous improvement of controllable performance drivers.
• Disciplined Growth: Continue to execute disciplined capital allocation with growth strategy focused on pursuing attractive small to mid-size M&A opportunities focused on growth development of our aggregates business and adjacent complementary businesses primarily in the U.S. market and selectively in other relevant regions.
• Shareholder Returns: Advance our shareholder return initiatives, including a progressive dividend program and opportunistic share buybacks.
• Smart Decarbonization: Commit to profitable decarbonization, supported by an adequate regulatory environment.
During 2025, we advanced our operational and strategic performance. For example, we delivered approximately $200 million in recurrent savings through Project Cutting Edge; we conducted detailed, granular evaluations of our assets to define targeted action plans for our operations with identified performance gaps; we significantly rebalanced our portfolio by divesting our operations in the Dominican Republic and most of our operations in Panama, while increasing our exposure to the US aggregates market; declared a $130 million dividend; and achieved a reduction in CO2 emissions of 34% compared to our 1990 baseline.
During the year ended December 31, 2025, as a result of our financial strategy and our operating results, we reduced consolidated net debt, as defined in the Credit Agreements, by $779 million and decreased our leverage ratio, as calculated under the Credit Agreements, by 0.18x to 1.63x. In addition, to further fortify our balance sheet, we remain focused mainly on the following three initiatives, while at all times remaining committed to building a better world and helping alleviate some of the biggest challenges communities are facing today: (i) growing our Operating EBITDA through further cost-reduction efforts, operating efficiencies, customer-centric commercial strategies across all our core businesses and strategic growth investments; (ii) maximizing our free cash flow, which is expected to be used mainly for bolt on investments, return to shareholders and debt reduction; and (iii) continuing to execute selective accretive divestments by selling what we believe are non-essential assets, which could allow us to free up more free cash flow.
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Operational Excellence
Achieving best-in-class operational performance is a key lever of our strategy, driven by increased profitability through disciplined pricing, cost containment, and continuous improvement in production efficiency. Our operational excellence initiatives include cost containment efforts such as headcount adjustments and operating expense reductions, efficiency efforts such as capacity rationalization, increasing our use of alternative fuels, optimizing our production and logistics supply chain models and optimizing our procurement strategy. These efforts have been supported by company-wide programs designed to enhance competitiveness, create a more agile and flexible organizational structure, and strengthen our focus on our markets and customers.
In connection with the implementation of our cost-reduction initiatives, since 2017, we have implemented a low-cost sourcing initiative which is designed to maintain the continuity of our operations, while looking to provide attractive costs without materially affecting the quality of the products and services we acquire by using a strategic sourcing process empowered by our people’s knowledge and quality management. This initiative is intended to reduce our cost of operations, while maintaining quality and timely delivery by acquiring goods and equipment from Mexico, India, Turkey and certain countries in Asia and Eastern Europe, among others.
Through Project Cutting Edge, launched in 2025 we have delivered more than $200 million in recurring savings, with expectations to reach $400 million by 2027. These savings have been driven by reductions in overhead, procurement optimization, operational efficiencies, and productivity gains. We are deploying a robust system for operational excellence focused on margin expansion, free cash flow, and return on invested capital (“ROIC”) at the most granular level. Periodic business performance reviews across our geographies evaluate performance at the asset and market level, supported by key performance indicators related to productivity, quality, on time execution, customer service, compliance, asset utilization, and cost efficiency.
We continue to pursue reductions in production-related costs and overhead through disciplined cost management and the elimination of redundancies. We have implemented global standard platforms and digital solutions to improve operating processes, and we have deployed centralized management information systems across administrative, accounting, purchasing, customer management, and budgeting functions. These systems have contributed to meaningful cost efficiencies. In addition, we have transitioned key processes such as procurement and trading from a centralized to a regional model, simplifying and delayering our organization to accelerate decision-making and maximize efficiency.
Furthermore, we intend to achieve energy cost-savings by actively managing our energy contracting and sourcing, and by increasing our use of alternative fuels. We believe that these cost-saving measures could better position us to quickly adapt to potential increases in demand and thereby benefit from the operating leverage we have built into our cost structure. In several of our core markets, such as Mexico, we launched initiatives aimed at reducing the use of fossil fuels, consequently looking to reduce our overall energy costs. Significant economies of scale in key markets at times allow us to obtain competitive freight contracts for key components of our cost structure, such as fuel and coal, among others.
To optimize capacity utilization and profitability, we are leveraging our global import and export capabilities to redirect products from markets experiencing softer demand to regions with stronger opportunities. Our global trading platform allows us to coordinate export flows efficiently and capture demand across geographies.
We have introduced a comprehensive pricing strategy designed to better reflect the value-creating capabilities of our products and services. This strategy focuses on value enhancement, stronger customer relationships, and generating returns that support reinvestment in the business. To ensure consistency and discipline, we are implementing internal procedures and guidelines that govern pricing across our product and service portfolio.
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We are also fostering a culture of accountability, collaboration, and continuous improvement. Operational excellence depends not only on systems and processes but also on empowering employees to identify inefficiencies, escalate risks promptly, and implement practical solutions. Technology and AI play an increasingly important role in these efforts. AI driven process optimization in cement plants, aggregates operations, logistics networks, and maintenance is improving yields, reducing energy consumption, and expanding margins while supporting safety and reliability. We are modernizing legacy systems, integrating information across functions, and enhancing the quality and timeliness of data used for operational decision making.
These combined efforts strengthen our ability to generate sustainable free cash flow, fund strategic investments, continue deleveraging, and deliver long-term value to our shareholders.
• SmartOps: Digital Transformation Evolving our Cement Operations Globally
As part of Cemex’s strategic priority of achieving operational excellence, we are embarking on a major evolution in how we operate across our global cement plants network. This transformation program is called “SmartOps”, which is Cemex’s global program to modernize our operational ecosystem through standardized processes and digitally enabled cement plants. It brings together advanced digital technologies, real-time data, automation, and AI to build a more efficient, safe, and sustainable operational model.
Our Balcones cement plant in the United States was chosen as a strategic pilot site for SmartOps, launching in 2025. Since its selection, plant operators have worked with global and local U.S. teams to test technologies and refine practices to show measurable results before worldwide rollout. SmartOps is the foundation for our Plant of the Future.
SmartOps strategy pillars consist of:
(1) Global Standardized Processes: Establishing a standardized operational framework to ensure consistent performance across all plants.
(2) Digitally Enabled, Connected Plants: Real-time visibility and AI-enabled insights by equipping our plants and operations teams with technologies for safer and optimized operations.
(3) Technology Foundations for our People to Succeed: Empowering our teams with digital tools, training, and insights so they can focus on what matters the most: safety, quality, and innovation.
SmartOps is built around a coordinated set of projects across multiple operational domains: Production, Quality, and Maintenance, with Health & Safety embedded as a cross-domain capability across the initiatives.
Production: Our production projects are bringing AI copilots directly into our plants, guiding cement production in real time to improve yield, reduce energy use, and stabilize operations.
Maintenance: Assets maintenance projects are embedding digital capabilities into every step of the maintenance model, giving plants streamlined processes, end-to-end visibility, AI-driven asset anomaly detection, and condition-based triggers so teams can prevent failures and respond proactively.
Quality: Projects in this domain are integrating advanced analytics to evolve our quality control process. For example, with continuous raw meal monitoring and rapid adjustment recommendations that maintain chemical consistency, we enable more precise and reliable quality performance.
Health & Safety: We are introducing computer vision into our Health & Safety efforts to detect hazards early, alert teams instantly, and strengthen safety while supporting maintenance and production process improvements.
In 2025, we enabled AI across all critical production assets at the Balcones cement plant—raw mills, kilns, and finish mills—operating them in “autopilot mode.” This delivered a 5% throughput increase and 3% energy savings, driving additional production volumes and improved operational efficiency.
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Return on Capital
We have created a return on capital framework through which all assets and investment decisions are evaluated. We operate under a disciplined approach in which every asset must deliver returns above the cost of capital. During 2025, we continued to assess performance primarily based on cash flow generation metrics, including Operating EBITDA and free cash flow. Starting in 2026, we are updating our performance metrics to earnings before interest and taxes (“EBIT”), free cash flow and ROIC. As part of our granular approach, we now measure these metrics at a plant, business, and market level, allowing management to identify performance dispersion within the portfolio and better assess value creation across the asset base.
We believe this focus on return on capital strengthens decision-making in a capital-intensive industry by aligning operational performance, capital allocation, and financial outcomes with shareholder value creation. Enhanced visibility into asset-level performance enables earlier intervention, clearer accountability, and more disciplined deployment of capital. We follow up on this analysis to develop action plans for underperforming assets and, where appropriate, to reposition or divest operations that do not meet our value creation criteria.
Capital discipline is further reinforced through our twice-per-year Business Performance Reviews and a three-year sprint planning framework. Each sprint tests assets against their ability to generate ROIC above weighted average cost of capital through the cycle, so that capital remains concentrated in the highest-value opportunities. This approach is designed to improve returns on existing assets and increase accountability, reinforce an owner’s mindset, and promote alignment across the organization.
Looking ahead, we aim for this return on capital framework to continue improving the quality and sustainability of our earnings, enhance free cash flow conversion, and guide both operational and strategic decisions. By embedding return on capital principles into our planning, performance management, and capital allocation processes, we aim to allocate resources more effectively, strengthen financial resilience through the cycle, and ensure that long-term shareholder value creation remains the primary benchmark for our operational and strategic decision-making.
Disciplined Growth
We continuously work to elevate our operational and strategic performance to deliver disciplined, profitable growth. Our strategy focuses on accretive bolt-on mergers and acquisitions as the primary vehicle for capital deployment, investing only in accretive transactions evaluated through our financial criteria scorecard.
(1) Portfolio Rebalancing
We look to operate in markets where we can add value to our employees, customers, and shareholders. As part of our strategy, we have undertaken and continue to undertake actions designed to streamline and reposition our portfolio with the goal of achieving higher profitable growth. We are working on rebalancing our portfolio by focusing on markets that offer growth potential and retaining assets that are most likely to grow, thereby offering increased profitability. We believe that a geographically concentrated portfolio, primarily in the United States, Europe, and Mexico—markets that combine strong fundamentals ranging from economic growth potential to strong construction investment, population growth, degree of urban development, and political stability—provides the greatest opportunity for significant value creation through profitable organic growth over the medium to long term.
In 2025, we executed $1.2 billion in divesture, the most active year for divestitures in the Company’s recent history, with a goal of rebalancing our portfolio to consist of markets with consistent growth potential. In January, we completed the sale of our Dominican Republic operations, including an export businesses to Haiti, to Progreso and strategic partners. In October 2025, we closed the sale of our cement, ready-mix concrete, aggregates, and reserve assets in Panama to Grupo Estrella.
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(2) Urbanization Solutions Adjacent Complementary Businesses
In addition to our traditional cement, aggregate, and ready-mix concrete core businesses, these markets exhibit a need for a broader value proposition that we are well-positioned to deliver through our Urbanization Solutions businesses and that meet a defined set of criteria: (i) highly complementary and synergistic with legacy cement, aggregates, and ready-mix operations through shared customers, logistics, and vertical integration; (ii) scalable platforms with meaningful growth potential; (iii) ability to expand the product offering to the existing customer base; and (iv) increased exposure to infrastructure and repair-and-renovation end markets. The four prioritized adjacent businesses are construction chemicals, concrete products, mortars, and asphalt.
(3) Growth Investments
As we rebalance our portfolio, our capital expenditure growth investments are expected to contribute incremental Operating EBITDA. Growth projects are segmented across (i) Margin Expansion, (ii) Growth Pipeline and (iii) Bolt-On M&A.
(i) Margin Expansion: Optimizing our existing asset base is a top priority. We are driving productivity improvements, expanding margins, and reducing costs to unlock additional value from current operations.
(ii) Growth Pipeline: Our investment pipeline is subject to rigorous review, with opportunities evaluated against clearly defined criteria for profitability, cash generation, and returns on invested capital.
(iii) Bolt-On M&A: We continue to pursue inorganic growth through bolt-on acquisitions primarily in the United States, and selectively in other markets, focused on aggregates and adjacent businesses with strong strategic fit and significant synergies. In parallel, we are actively rebalancing our portfolio to reinforce operational excellence across assets. Proceeds from divestments are expected to be directed to accretive M&A when available and deployed in line with our disciplined capital allocation framework.
In 2025, we executed two significant acquisitions consistent with this strategy: (i) first, in October 2025, simultaneously with the closing of the Panama divestiture, we increased our holdings in Couch Aggregates to a majority stake, consolidating the business into our financial statements. Couch is a leading barge-connected aggregate platform with seven sand and gravel pits and five marine terminals serving across the Alabama and Florida Gulf Coast, strengthening our position in the southeast U.S. region; and (ii) second, we reached an agreement to acquire Omega Products International, the leading stucco producer in the western United States. See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Our Business and Operations—Acquisition of Omega Products International.”
Shareholder Returns
We have established a formal and progressive shareholder return program as a structural commitment to our transformation. Our capital allocation framework targets returning free cash flow to shareholders through a combination of progressive dividends and share buybacks by 2030.
At our ordinary general shareholders’ meeting held on March 25, 2025, shareholders approved a cash dividend of $130 million. This was a significant step in the execution of our dividend policy and our progressive dividend program. See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to our Shareholder Dividend Program.”
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Management has also indicated that share buybacks will be conducted in a programmatic manner and benchmarked against the risk-adjusted return of alternative investment uses of capital. See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to our Stock Repurchase Program.”
Near-term, we expect to continue to direct a portion of free cash flow toward debt reduction to lower interest expense, accelerate free cash flow generation and further strengthen our credit profile. Maintaining an adequate credit profile is an objective that underpins our long-term financing strategy, access to capital markets, and ability to execute our growth and shareholder return objectives.
Smart Decarbonization
Our Smart Decarbonization efforts aim to drive profitable decarbonization across our value chain by embedding CO2 emissions reduction into operational excellence, low-carbon products, circularity, and scalable technologies that support sustainable and profitable growth.
In addition to being one of our strategic priorities, Smart Decarbonization is one of the core pillars of our current Future in Action climate action and nature program, which is one of the flagship initiatives of our sustainability-related efforts.
Our sustainability efforts begin with Cemex, S.A.B. de C.V.’s Board of Directors and are then facilitated across our entire organization. During 2025, the Sustainability, Climate Action, Social Impact, and Diversity Committee of Cemex, S.A.B. de C.V.’s Board of Directors was comprised of four members appointed by Cemex, S.A.B. de C.V.’s shareholders. This committee reports directly to Cemex, S.A.B. de C.V.’s Board of Directors and is mainly supported by our Executive Vice President of Sustainability and Operations Development. See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Changes in our Senior Management.” The members of the committee as of the date of this annual report were elected at Cemex, S.A.B. de C.V.’s annual ordinary general shareholders’ meeting (“AGM”) on March 26, 2026. See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Cemex, S.A.B. de C.V.’s Shareholders’ Meetings.” To help embed sustainability into our entire business strategy, we have coordinators representing each geographical region where we operate. In parallel, our Global Sustainability Functional Network works to implement our core sustainability initiatives across all of our operating regions and business lines.
(1) Environmental Efforts
In 2020, we announced that we would proceed with our climate action strategy and continue advancing towards our vision of net zero emissions across the Company by 2050. At the time, we (i) defined a 2030 reduction target of 35% of net CO2 emissions per ton of cementitious product compared with our 1990 baseline, (ii) established our ambition to deliver net-zero CO2 concrete globally to all our customers by 2050 and (iii) developed a detailed CO2 roadmap for each of our manufacturing plants aligned with a 2°C scenario.
In 2020, we also announced our “Future in Action” climate action and nature program focused on developing lower-carbon products, solutions and processes while increasing sustainability awareness and promoting a green economy. Under “Future in Action,” we have accelerated our efforts to decarbonize and set new ambitious goals of a 35% reduction of Scope 1 CO2 emissions in cement compared to our 1990 baseline, to achieve a 40% reduction of CO2 content in concrete compared to our 1990 baseline, increasing our alternative fuels usage to more than 50% of our total fuel mix, reducing our clinker factor to 71% and reaching 55% in clean electricity consumption, all by 2030.
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In 2022, as a result of our better than anticipated decarbonization performance in 2021, we set new more ambitious CO2 emissions reduction targets for 2030, aligned with the 1.5° scenario of the Science-Based Targets initiative (“SBTi”): (i) achieve a 47% reduction of Scope 1 CO2 emissions in cement in comparison to our 1990 baseline, (ii) achieve a 41% reduction of CO2 content in concrete in comparison to our 1990 baseline, (iii) increase our use of alternative fuels to more than 55% of our total fuel mix, (iv) reduce our clinker factor to 68%, and (v) reach 24 kg CO2 per ton of cementitious product in Scope 2 CO2 emissions. In addition, we defined new targets for the main categories in our Scope 3 CO2 emissions which include a 25% reduction in kg CO2 per ton of purchased clinker and cement; 30% reduction in kg CO2 per ton of transported products; 40% reduction in kg CO2 per ton of purchased fuels; and 42% reduction in absolute CO2 tons of traded fuels, all these reductions in Scope 3 emissions when compared to our 2020 baseline. Also, in 2022, we validated our 2050 net-zero CO2 target and new 2030 decarbonization goals under SBTi’s 1.5ºC scenario methodology, becoming one of the first companies in the industry to do so. As a result, our green financing framework (“GFF”) and SLFF were updated in 2023 to align with these goals. Most importantly, these goals should keep us on the right path to achieving our expected objective of net-zero emissions across the Company by 2050. As of December 31, 2025, we reduced our direct CO2 emissions to 528 kg CO2 per ton of cementitious product, which represents a 34% reduction compared to our 1990 baseline and is in line with how our industry measures progress on reducing net CO2 emissions.
To achieve our 2030 goals, we have updated our detailed CO2 roadmap for each of our manufacturing plants to accelerate the rollout of proven technologies worldwide. Our roadmap is mainly based on the following CO2 reduction levers: (i) increasing the use of alternative fuels with high biomass content, rather than conventional fossil fuels, (ii) reducing clinker factor in our cement, (iii) increasing the use of decarbonated raw materials in clinker, (iv) optimizing thermal efficiency in our kilns, and (vi) decarbonizing our global vehicle fleet.
In 2025, we reduced our clinker factor by 1.7% to 70.1%. Additionally, as of December 31, 2025, we reached an alternative fuel substitution rate of 32.1%.
The technology we must implement to achieve our 2050 ambition is still in the early stages of development, setting an open path for innovation that requires continuous work in our Research and Development Center, new investments by Cemex Ventures, the formation of strategic partnerships, and cross-industry collaboration. Nevertheless, we anticipate working towards our 2050 ambition, pushing further our 2030 CO2 reduction cement levers and developing new technologies such as carbon capture, utilization, and storage, as well as other innovative solutions, such as concentrated solar thermal power to drive clinker production and CO2 mineralization, among others.
Furthermore, to reinforce our commitment with climate action, we have signed the Business Ambition for 1.5°C commitment led by the We Mean Business Coalition in partnership with the SBTi and the U.N. Global Compact, joined the Race to Zero Campaign of the United Nations Framework Convention on Climate Change (the “UNFCCC”) launched to mobilize net-zero commitments from cities, businesses, and investors ahead of the 2021 United Nations Climate Change Conference (“COP26”), joined the Corporate Leaders Group Europe convened by the Cambridge Institute for Sustainability Leadership in support of a carbon neutral economy, and are founding members of both the First Movers Coalition launched at COP26 by the World Economic Forum and the U.S. State Department and of the U.N. Global Compact CFO Coalition for the Sustainable Development Goals, which provides a platform to interact with peers, investors, financial institutions, and the United Nations with the aim of attracting more capital towards sustainable development. We had a presence at the 2024 United Nations Climate Change Conference (“COP29”) in Baku, Azerbaijan. In that forum, we were represented in the panel discussion at the Industrial Transition Accelerator, a key initiative aimed at mobilizing significant investment to rapidly decarbonize heavy industries, such as cement, steel, and chemicals. At COP29, we also participated in the panel on “Enabling and Accelerating the Decarbonization of Hard-to-Abate Industries in Emerging Markets.” Additionally, we were an active participant at the 2024 United Nations Biodiversity Conference of the Parties in Colombia, the world’s largest biodiversity summit.
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(1)(a) Pursuing Excellence in Sustainability Management
We believe the pursuit of excellent practices benefits sustainable growth. In addition to Cemex, S.A.B. de C.V. Board of Directors’ Sustainability, Climate Action, Social Impact, and Diversity Committee, our sustainability executives responsible for each of our operating regions share new trends, proposals and best practices to identify, inform, and tackle key environmental management and social concerns.
We are committed to contributing to climate change mitigation. For years, as part of our carbon emissions reduction strategy, we have focused on using low-emission alternatives to traditional fossil fuels, decreasing our clinker factor, promoting clean energy and increasing energy efficiency across our operations. To this end, we have sought to increase our use of low carbon alternative fuels, which represented 32.1% of our total fuel mix in 2025, and generated approximately $183 million in cost avoidance, including fossil fuels costs and CO2 emissions avoided in carbon regulated markets.
As a result of our efforts, in 2025, the reduction of our specific Scope 1 CO2 emissions per ton of cementitious products by nearly 34% compared to our 1990 baseline and our use of clean electricity led to reductions equivalent to the annual CO2 emissions generated by more than 2.7 million passenger vehicles driven in a year. We actively seek to develop new technologies to reduce our carbon footprint. Most notably, as of December 31, 2025, we sharpened our scope and number of projects, participating in 22 industrial-scale projects supporting smart decarbonization priorities, deploying mature solutions that deliver direct and measurable emissions reduction and we have 26 projects in the pipeline aimed at de-risking and scaling emerging technologies, enabling Cemex to reach its net-zero emissions goal in a profitable and sustainable manner. Furthermore, we continue to explore alternatives to traditional clinker and cement chemistry that enable the production of less CO2 -intensive cements.
To complement these technical measures, we participate in several forums and bilateral dialogues with key stakeholders. These activities are designed to disseminate knowledge about potential reduction measures in our sector and to promote a legislative framework that enables us to implement these measures. For example, we have a long history of contributing our best practices through our work with the Cement Sustainable Initiative (“CSI”). The work done in CSI was transferred as of January 1, 2019 to the Global Cement and Concrete Association (“GCCA”).
We aim to use our expertise to responsibly source, process, store and recover energy from alternative fuels, and we believe that increasing co-processing residues from other sectors in our cement plants will further contribute to overcoming challenges such as climate change, waste management and fossil fuel depletion, while utilizing the principles of a circular economy.
Our key contribution to a circular economy is our transformation of waste streams from other sectors into valuable materials. In 2025, mainly through Regenera, our global waste management business, we repurposed more than 25 million tons of waste in our business, including alternative fuels and raw materials, alternative/ secondary aggregates, own recycled material in our main businesses and other waste managed by the company. By 2030, we aim to increase this to 41 million tons with a focus on municipal and industrial waste; construction, demolition, and excavation waste; and other waste and industry by products. Regarding our own waste, to reduce most of the waste generated from our processes, we maximize our reuse of clinker kiln dust in our production loop, largely avoiding landfill disposal.
(1)(b) Cemex Environmental Management System (“EMS”)
We use EMS to evaluate and facilitate consistent and complete implementation of risk-based environmental management tools across our operations. EMS consists of key mechanisms for environmental performance enhancement and impact assessment, stakeholder engagement and accident response based on input from a range of environmental and biodiversity specialists.
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As of December 31, 2025, 89% of our operations had implemented EMS or equivalent programs. As we approach full implementation of our global EMS, our goal is for all of Cemex’s operational facilities to be 100% compliant with our internal environmental criteria.
The release of nitrogen oxides, sulfur compounds and particulate matter occurs during cement manufacturing. Other emissions, including dioxins, furans, volatile organic compounds and other heavy metals, are released in very small quantities. To control our stack emissions and assist us in remaining compliant with local and national regulations, we have steadily expanded emissions monitoring at our manufacturing operations even exceeding regulation requirements in many geographies.
Through our internal EMS, and more specifically through our Atmospheric Emissions Global Procedure, we monitor major emissions, which assists us with our compliance with local regulation limits. In 2020, we launched a new industry-benchmark online tool that allows operators and management teams to closely analyze major emissions, improve monitoring abilities from kilns with a Continuous Emissions Monitoring System installed, and strengthen emissions performance. To further improve upon these efforts, we have updated the minimum performance levels to fulfill annually for major emissions. In addition, we are working on establishing more stringent environmental standards for air emissions that are expected to be based on EU “Best Available Techniques.”
In 2025, we invested more than $210 million in sustainability related projects at our global operations, including projects to monitor and control our air emissions, increase our operations efficiency and mitigate our carbon footprint through alternative fuels and clinker substitution efforts.
(1)(c) Our Environmental Incidents Management
We work to minimize our environmental impact, and we believe we are generally prepared to respond to emergencies that may pose a potential threat to our operations and local communities: (i) we work with our neighbors, law enforcement officials, public agencies, and other stakeholders to develop contingency plans at each of our sites; (ii) we created emergency response teams that are specifically trained to address environmental incidents and hold annual emergency drills; and (iii) we consistently record and report incidents at every level of our business to identify recurring root causes and to share corrective actions.
Our Global Environmental and Social Incident Reporting Process enables our sites to maintain a proactive approach to respond to emergencies that could potentially impact our communities or our operations. The application of this reporting procedure requires a timely registration of environmental and social impact events, identification and analysis of the root causes, and the implementation of corrective and preventive action plans acts as a first step toward avoiding their occurrence and reducing their severity. In 2025, our total reported incidents decreased by 22%, which is consistent with our continued efforts to monitor risks and encourage transparency. There were no category 1 environmental events (major) registered during 2025.
(1)(d) Preserving Land, Water and Biodiversity
The preservation of land, biodiversity and water plays a key role in our long-term resource management strategy.
To protect water and enable our business to succeed, we are increasing our water efficiency and minimizing our water waste through the implementation of our Corporate Water Policy. This policy includes standardization of our water measurement based on the water protocol developed in coordination with the International Union for Conservation of Nature. We also have the goal of developing a specific Water Action Plan (“WAP”) comprised of a customized set of response actions to maximize water use efficiency and mitigate specific water risks for each community by adopting recommendations based on the Water Risk Filter tool from the World Wildlife Foundation, for each one of more than
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1,500 of our cement, ready-mix concrete and aggregates sites in water-stressed zones. Results indicate that 16% of our operations are in high water-stressed zones. In line with our 2030 targets, we plan to develop a specific WAP and follow the implementation roadmap for each of these sites. As of December 31, 2025, we implemented a WAP in 50% of our extremely high and high water-stressed zones.
(1)(e) Improving Quality of Life and Well-being
As a company that aims to make a progressive positive impact through its innovative services and solutions, our ability to operate as a responsible business is fundamental to our value creation model. This enables us to understand stakeholders’ material issues, map social impacts, and identify risks and opportunities to create shared value for us and society.
Complementary to our sustainability initiatives, our high impact social strategy directly contributes to our vision of seeking to build a better future and aims to create value, understand our stakeholders’ expectations by managing our impacts and contribute to the quality of life and well-being of the cities and communities where we operate through four focus areas:
People. We provide community members with access to education and workplace training, aiming to enable inclusive, long-term upward mobility.
Economy. We assist organizations and individuals in developing sustainable development and entrepreneurship skills to foster a sustainable economy and lay the groundwork for a just transition.
Structures. We leverage our expertise and quality building materials, aiming to improve housing and essential infrastructure standards in the cities and communities where we operate.
Cities. We seek to contribute to resilient and equitable communities, emphasizing the development of green spaces, services, and infrastructure to harmonize the natural environments.
Although our social projects focus on leveraging our core business expertise to create value and enhance well-being, we believe that we also contribute positively to addressing other global challenges. Thus, consistent with our commitment to the United Nations Sustainable Development Goals, we measure our progress and contributions towards specific goals.
(1)(f) Innovation
Innovation is key to remaining at the forefront of our industry and advance in achieving our strategic goals as a forward-looking company. More importantly, it is one of the key levers in building a sustainable and profitable business in the new green economy. With innovation as a core company value, we have reframed our approach to concentrate on what we consider “high impact” levers, setting new corporate thresholds for innovation investments and seeking to apply discipline and rigor in our business cases. Our innovation agenda has a distinct focus: contributing to smart and profitable decarbonization that creates value for our stakeholders.
Innovation Framework
Our innovation framework is designed to deliver a clear, aligned, and impact-driven portfolio of projects deployed across our regional operations and corporate levels, and is instructed around three horizons: (i) Incremental Innovation: Focusing on driving operational efficiencies and margin improvement through the application and optimization of proven technologies; (ii) Transformational Innovation: Targeting improvements aligned with six priority pillars linked to decarbonization and digitalization; and (iii) Disruptive Innovation: Centering on the exploration of breakthrough technologies with the potential to redefine the construction industry.
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Cemex’s innovation activities occur on three fronts: “Open Innovation,” internal innovation through our Global R&D team and external innovation through our Global Operations, Technology & Energy teams. Open Innovation initiatives, led by Cemex Ventures, aim to monitor and identify the next generation of products and services, invest in high potential opportunities and technological breakthroughs, seek strategic collaborations, accelerate technological developments with high potential and create an ecosystem of collaboration with partners. Internal innovation is driven by our Global R&D team, located in Switzerland and Mexico. The team is dedicated to pioneering novel and alternative solutions to tackle climate change and address the demands of sustainable construction. By collaborating closely with Cemex Ventures, our experts leverage their extensive R&D knowledge and expertise to deliver substantial value to the Open Innovation process. A key element of Cemex’s R&D is the engagement and close collaboration with key partners and stakeholders, whether that is start-ups, universities, companies or external and internal customers. External innovation is led by our Global Operations, Technology & Energy team, which evaluates and pilots advanced solutions with the potential to reshape cement manufacturing, emphasizing technical viability, CO2 emissions reduction, and economic feasibility, including fostering innovation across cement production and CCUS technologies.
As of December 31, 2025, our innovation funnel included 22 industrial-scale projects supporting smart decarbonization priorities and deploying mature solutions that deliver direct and measurable emission-reduction impact, as well as 26 projects in the pipeline aimed at de-risking and scaling emerging technologies. We collaborate with more than 20 external partners, including industry leaders and startups, supporting our internal developments for industrial-scale net-zero CO2 solutions.
Our Global R&D team’s technological agenda is focused on addressing climate change to support Cemex’s current “Future in Action” climate action and nature program. As a result of these efforts, in 2021 we developed a range of low embodied CO2 cement and ready-mix products under the global brand Vertua, including Vertua Lower Carbon, a range of products in our portfolio that have a lower embodied CO2 compared to a corresponding reference. For cement, the reference is 822 net kg CO2/ton of gray cement, which is the GCCA default value for gray clinker net direct emissions, based on the world weighted average for clinker net direct emissions. For ready-mix concrete, the reference is a concrete composed of 100% Gray Ordinary Portland Cement fulfilling the average strength of the most standard structural concrete, which is 350 kg CO2/m3. On the sustainable products and solutions front, sales of Vertua Lower Carbon products have reached 63% for cement and 56% for ready-mix concrete in 2025. The scope of Vertua has been extended beyond Lower Carbon since 2023, and currently includes the following attributes in its value proposition: energy efficiency, design optimization, water conservation, and recycled materials. Additionally, Vertua products manufactured in Cemex facilities where 90% or more of the water used in production is recycled include a specific label that identifies them as such. Consequently, Cemex is well positioned to offer a portfolio of products and solutions addressing as well as promoting sustainable construction practices.
Transformational Innovation is structured around six pillars that support smart, profitable decarbonization and advance our operational excellence agenda. Each pillar prioritizes technologies with the potential to deliver meaningful, sustainable impact and long-term business value: (i) High-Strength/High-Performance Concrete. Our goal is to deliver high-strength, high-performance concrete solutions that meet performance and decarbonization requirements across all our markets. We aim to develop and scale concrete products that combine superior structural performance with a lower carbon footprint, adapting to regional preferences while maintaining a unified global approach; (ii) Materials Activation. Our objective is to achieve advanced thermal, mechanical, and chemical activation of clays, pozzolans, limestone, fly ash, and other suitable raw materials to unlock reactivity. This initiative reflects Cemex’s strategic approach to materials activation as one of the main levers to advance its decarbonization roadmap. During 2025, progress was achieved through the expanded and continuous identification and evaluation of supplementary cementitious materials. Given the breadth of this strategy, its deployment is closely linked to regional raw material availability, the applicability of activation technologies, and market adaptation and acceptance. Calcined
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clays represent a key opportunity to reduce clinker factor and carbon emissions in cementitious systems while maintaining technical performance. Our efforts have been focused in Europe, with successful industrial trials in Spain and Croatia achieving cement clinker factors as low as 50% using calcined clay with performance comparable to current solutions; (iii) Micronization. Clinker micronization is a process of ultra-fine grinding of clinker and other supplementary cementitious materials (“SCMs”) to reduce clinker intensity while improving performance. Implementing this technology involves proactively evolving our cement production process to integrate new capabilities and drive continuous improvement. Following extensive laboratory and industrial trials, our Spain market adapted its industrial operations to produce cement with micronized clinker, a solution that is now commercially produced and used in large-scale projects. In Mexico, we are advancing multiple industrial trials at key plants, combining operational optimization of clinker micronization with the use of advanced admixture technologies, enabling a substantial reduction in clinker factor while maintaining the performance required for large-scale concrete applications; (iv) Alternative SCMs. We aim to expand our portfolio of supplementary cementitious materials through innovative production methods and alternative activation pathways. Currently, the portfolio includes both natural and engineered materials, as well as industrial by-products and reclaimed mineral streams, developed to meet performance, durability, and regulatory requirements. Pilot-scale trials have advanced with encouraging results, reinforcing alternative SCMs as a key enabler of long-term decarbonization and regional adaptability. Cemex invested in Terra CO2, a U.S.-based innovator whose technology converts abundant, locally available raw materials, such as silicate rocks, into lower-carbon SCMs and zero-carbon cements. In addition, through a collaboration with ThyssenKrupp, we have conducted testing from laboratory to pilot scale on mechanical activation of selected SCMs seeking to achieve enhanced material reactivity and supporting the development of more efficient and sustainable cement solutions; (v) CCUS. CCUS is a central focus of our research and plays a critical role in our pathway toward decarbonization. We expect that approximately 30% of our total CO2 emissions may one day be reduced through CCUS. We are currently involved in the development of large-scale CCUS projects in Europe and the United States, along with several pilots testing emerging CCUS technologies; and (vi) Smart Operations. We are striving to transform production, maintenance, and quality processes across our operations, using advanced technologies including AI. Our goal is to create a digitally enabled, efficient, and sustainable plant of the future that achieves our smart and profitable decarbonization goals. Through our investment in OPTIMITIVE, a Spanish company that provides high-tech solutions through advanced analytics and AI, we aim to optimize efficiency and sustainability in processes within energy-intensive industries. Cemex plans to scale OPTIMITIVE’s technology across its operations to enable agile deployments, aiming to significantly reduce energy consumption while simultaneously increasing production efficiency. In 2025, we piloted Smart Operations at our Balcones cement plant in Texas, demonstrating how digital tools are able to boost yields, asset utilization, and operational efficiency.
Technologies developed by our Global R&D team are protected by 45 international patent families and over 60 trade secrets covering new types of cement, cementitious materials, concrete mix designs, admixtures formulations, construction systems and advanced manufacturing processes. In 2025, four important new patent applications were filed in relation to “Future in Action,” namely on new admixtures for self-leveling screed applications and ultra high performance concrete, an admixture enabling castable construction materials with low clinker content, and a robust ladder-structured grinding aid for cementitious materials.
In addition, we have more than 40 core strategic software solutions, developed to enable new specific capabilities in Cemex’s Digital Commercial Model and supply chain, which are protected by copyrights that primarily cover online stores and order-to-fulfillment in our cement, ready-mix concrete, and aggregates businesses. This software includes proprietary developments in machine learning and vectorized algorithms to reduce response time, reduce costs, and honor commitments made with customers, providing Cemex with cutting edge competitive advantages.
Fostering Innovation and Enabling New Business Opportunities. Since its launch in 2017, our open innovation and corporate venture capital unit, Cemex Ventures, continues to engage with startups, entrepreneurs, universities, and other stakeholders to shape the construction ecosystem of tomorrow by tackling our industry’s toughest challenges.
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Leveraging our knowledge of the industry and Cemex’s leading edge technologies and platforms, Cemex Ventures develops collaboration opportunities and targets innovating partnerships and investments connected to the execution of our strategic priorities.
Jointly with the Cemex Global R&D and other functions, Cemex Ventures also promotes the expansion of our open innovation ecosystem in search of opportunities in new construction trends and technologies, including construction materials, decarbonization and processes evolution.
Cemex Ventures’ main role is to look for strategic partnerships and investment opportunities that go beyond our core businesses, to create new businesses for Cemex and prepare Cemex for future disruptions. It also aims to identify and assess emerging technologies to bring Cemex new ideas and perceptions of the construction ecosystem. To this end, Cemex Ventures allocates resources to search, derisk, accelerate and deploy innovative construction-related opportunities and solutions.
As of December 2025, Cemex Ventures had invested in 27 startups headquartered in more than 13 countries and focused on developing the aforementioned target areas within the construction industry. During 2025, Cemex Ventures invested in 2 new startups and 1 follow-on investment in its portfolio companies. Additionally, Cemex Ventures held its 2025 Construction Startup Competition with other top industry partners, seeking entrepreneurs and startups to drive innovation in the construction industry. More than 560 applications across 54 countries marked the second highest participation in the competition’s history.
A significant contribution of Cemex Ventures has been the establishment of strategic collaborations with external partners to contribute to Cemex’s strategic goals in Cemex’s decarbonization of our operations, digitalization and sustainable construction, strategy, and business, respectively. We have closed several agreements in collaboration with the relevant Cemex areas. Some examples are:
(1) Building a pilot calibration plant to study a biomass solution for carbon capture using an algae reproduction and CO2 capture system. The project could provide technological benefits by introducing biomass as a fuel for cement kilns, showcasing a carbon circularity model, as well as provide subsequent use of biomass in potential high-value products, such as fertilizers, livestock feed, biofuels, and other chemical products.
(2) Testing a patented innovative cryogenic capture technology to mitigate emissions from cement operations. The technology allows for physical separation of CO2 from flue gases via cryogenic as opposed to chemical separation through amines. This technology can be used to produce high purity CO2, which is critical to achieving strict storage specifications.
(3) Using AI powered software to optimize industrial processes in real-time, improving energy efficiency and environmental performance of our assets like kilns and mills.
(4) Collaborating to explore how our materials and products can be used in a platform to perform lifecycle assessments of projects, helping developers and architects understand the impact on sustainability and CO2 footprint.
In 2019, Cemex Ventures launched Smart Innovation, a platform designed to foster innovation at all levels of the organization. The initiative aims to challenge the status quo, encourage the replication of successful initiatives and embed a strong culture of innovation and an innovation-driven mindset across Cemex.
In addition, Cemex launched an acceleration program, Leaplab in 2022. This program consists of a 16- week collaboration scheme with high-potential startups aiming to catalyze their growth and enhance Cemex’s open innovation approach by timely accessing promising solutions that could generate strategic value and business opportunities for our company. The Leaplab program targets innovative solutions around sustainable construction,
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clean technologies, advanced manufacturing, and efficient supply chain, and connects a key group of Cemex subject matter experts to Cemex Ventures open innovation platform and the wider entrepreneurial ecosystem. The first three editions of Leaplab successfully facilitated collaboration between our global operations and 16 startups from ten different countries of origin. These solutions were tested through real-scale pilots leveraging Cemex installations and assets in 16 different countries.
VALUES. Our core values are: ensure health and safety, focus on customers, act with integrity, work as one Cemex, foster innovation, and embrace diversity. These principles guide our conduct across all areas of our business.
We strive to: (i) foster a common principle of care that extends to life inside and outside of work to protect the health and safety of our stakeholders, we strive for everyone to return home safely every day; (ii) keep our customers at the center of everything we do, aligning ourselves with their businesses to help them succeed and providing a superior experience; (iii) do the right thing, inspiring and promoting integrity in the workplace by adhering to high ethical standards and best practices in corporate governance that exceed simple legal compliance; (iv) work as one Cemex by leveraging our collective strength and global knowledge to share best practices, replicate good ideas and collaborate across boundaries; (v) foster innovation by embracing creativity and curiosity, exploring new ways to disrupt the industry, trends, technologies and business models; and (vi) embrace diversity by integrating different backgrounds and perspectives, capturing the value that these experiences and ways of thinking bring to Cemex.
STAKEHOLDERS. As a company that aims to make a progressive positive impact through its innovative services and solutions, our ability to operate as a responsible business is fundamental to our value creation model. This enables us to understand stakeholders’ material issues, map social impacts, and identify risks and opportunities to create shared value for us and society.
Our social strategy aims to create value, understand our stakeholders’ expectations by managing our impacts and contribute to the quality of life and well-being of the cities and communities.
Our stakeholders include our workforce, customers, investors, communities, suppliers and civil society.
We add value to our: (i) workforce through cultivating a diverse, engaged and loyal global team that supports their participation in our digital transformation and transition toward a sustainable economy, and by providing resources to promote growth, develop skills, and build expertise; (ii) customers by delivering a superior customer experience tailored to address their construction needs while enhancing performance, reliability, and operational efficiency; (iii) investors by focusing on plans designed to drive revenue growth, reduce costs, optimize assets, manage risks and enforce strong governance; (iv) communities by actively engaging to understand the impacts, risks, and opportunities of our activities on the environment and society and to co-create initiatives that strengthen local economies, while striving to minimize negative environmental impacts on air, water, and waste and supporting biodiversity conservation; (v) suppliers by building strong and responsible relationships based on trust, respect and mutual value, and by promoting the development of innovative solutions to reduce costs and support products and services with sustainable attributes; and (vi) civil society by actively participating and engaging with policy makers, business associations, NGOs and academic institutions to contribute to industry regulations and public policy processes, foster strategic partnerships, and align with organizations that share our vision of building a better future.
(1) Our Workforce
Our employees are our competitive advantage and the reason for our success. We aim to offer programs, benefits and a work environment that are designed to attract and retain talented employees.
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Our talent management cycle has a set of three interconnected processes: performance management, talent review, and succession management. Working in concert, these processes maximize our organization’s performance potential. They also help us make informed decisions on staffing choices, participation in leadership development programs, and potential challenges or gaps in our global talent needs.
To develop a talented workforce that embraces Cemex’s values, we offer training and development opportunities mainly through Cemex University and our Leadership Development Programs. Through ongoing training and development opportunities, our employees are taught new skills, and their expertise is deepened in several critical areas, including H&S, sustainability, customer centricity, operating EBITDA growth and innovation, among others.
Cemex University develops critical business and leadership capabilities for our workforce through continuous learning opportunities. While our core audience is our employees, we also offer skilling and development opportunities for our third-party staff, customers, and suppliers. Through Cemex University’s functional academies and our portfolio of Leadership Development Programs, we offer traditional in-person training and best-in-class digital learning.
Today, Cemex University’s learning portfolio is comprised of 10 Academies and a suite of leadership development programs, reaching over 24,000 employees across our platforms in 2025, as outlined below:
• Health & Safety Academy • Commercial Academy • Supply Chain Academy • Culture & Values Academy • Procurement Academy • Digital Academy • Operations Academy • Sustainability Academy • Sustainable Construction Academy • Leadership Development Programs
During 2025, Cemex University also introduced new modules under the Procurement Academy, supporting procurement staff in adopting tools and best practices to enhance and optimize the Global Procurement Model. We also developed continuous learning pathways on topics such as data privacy, cybersecurity, global sanctions, and anticorruption, and added two new learning programs for our Digital Academy: Digital Forward Essentials and Digital Movers, in collaboration with leading academic institutions.
Developing the next generation of leaders is an intentional investment in long-term performance, ensuring the organization is well positioned to respond to evolving business opportunities. We offer four leadership development programs that meet our leaders at various stages of their career journeys. These programs are based on Cemex’s Leadership Model, which incorporates a set of attributes across four key capabilities: Energizing, Empowering, Mobilizing, and Growing. While each course nurtures growth and development, CONNECT and ASCEND support managers in their early career as they develop core leadership competencies. Secondly, IGNITE challenges existing leaders to discover new ways of thinking, acting, and reacting to their day-to-day roles while uncovering how to thrive in ever-changing environments. Finally, ENVISION engages top-level leaders in strategic, complex issues facing the organization while honing dynamic, enterprise-level leadership skills.
Listening to our employees plays integral role in shaping culture. Through our Workforce Experience (“We’X”) survey, administered worldwide every year as either a comprehensive or pulse survey, we learn what’s important to our employees
In 2025, 84% of our global workforce participated in our engagement survey. When asked if they would recommend Cemex as a great place to work, employees gave us an Employee Net Promoter Score of 47 points, matching the
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global benchmark set by our survey provider and surpassing our 2030 goal of 43 points. Additionally, our Employee Engagement Index score reached 86% globally, reflecting a strong employee commitment to their work and our organization.
To deepen our understanding, the Workforce Experience Survey identifies organizational, digital, physical, and interpersonal areas for improvement based on employee feedback. This is designed to help us create a consistently positive work environment for our global teams. We utilized advanced digital tools, including machine learning, to deliver survey results efficiently to leaders, empowering them with actionable insights. This approach also supported our We’X committees, a dedicated group of employees who design and implement targeted action plans to address survey findings and foster a thriving workplace.
Cemex strives to respect internationally recognized human rights of employees by fostering a safe, inclusive, and equitable workplace, including, but not limited to, the right to safe and healthy working conditions; the right to fair wages, working hours, and employment practices; the right to nondiscrimination; and the right to data privacy.
Our Human Rights Policy, which was updated early in 2024, reflects our support and respect for the protection of internationally proclaimed human rights principles, as expressed in the International Bill of Human Rights and the International Labor Organization’s Declaration on Fundamental Principles and Rights at Work. In addition, it recognizes employees, communities, contractors, and suppliers as main areas of impact and reaffirms our commitment to the promotion of and respect for human rights throughout our worldwide operations, local communities, and supply chain. This includes providing a workplace that is free from harassment and discrimination on the basis of race, gender, national origin, sexual orientation, disability and membership in any political, religious or union organization. As reaffirmed in our Global Recruitment Policy launched in 2020, we offer equal opportunities for training, personal development, individual recognition and promotion on the basis of merit.
Employees who believe that there may have been a violation of the principles laid down in our Human Rights Policy can report it through various channels, including local Human Resources departments, Ethics Committees and our secured ETHOS line internet website. Community members, contractors and suppliers are also encouraged to submit any potential violation of our Human Rights Policy or other guidelines stated in our Code of Ethics and Business Conduct through the ETHOSline. All allegations are treated confidentially to the extent possible and will be properly and promptly addressed. We strictly prohibit retaliation against anyone for reporting misconduct or unethical activity in good faith.
Apart from competitive compensation, more than 97% of our global workforce receives health and life insurance benefits beyond those required by local law in their respective countries. Approximately 99% of our global workforce receives retirement provision benefits above local requirements and more than 95% of our operations receive additional funds for disability and invalidity coverage beyond what is required by local laws in their respective countries.
(2) Customers and Suppliers
We strive to build long-term, trust-based relationships with our suppliers by providing clear and consistent requirements, fostering innovation and sustainable practices, promoting fair and transparent relationships, and maintaining open communication.
As part of our supplier registration process, suppliers are required to acknowledge and comply with our core business conduct policies, including: (i) our Code of Conduct When Doing Business With Us, (ii) our Code of Ethics and Business Conduct, which incorporates our Human Rights Policy, (iii) our Global Anti-Corruption Policy, and (iv) our Global Anti-Money Laundering Policy.
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We prioritize engagement with local suppliers, including small- and medium-sized enterprises, as we believe they strengthen supply chain resilience and contribute to a just transition toward a lower-carbon economy.
In line with our 2030 target to conduct sustainability assessments for our critical suppliers, we have implemented a risk-based ESG assessment framework. Cemex monitors ESG risk exposure of high-spend suppliers through a risk-assessment model developed with Moody’s, incorporating MSCI Indicative ESG Scores. The model evaluates contextual risk factors—including emissions intensity, regulatory environment, sector-specific operational risks, and supplier characteristics such as country and size—complemented by ongoing monitoring of ESG-related controversies, and integrates these insights into risk segmentation and prioritization within procurement.
In addition, Moody’s analytics provide selected financial indicators and ratios (when available), enabling a complementary view of suppliers’ financial risk profile.
Through this approach, we assess critical and high spend suppliers and identify suppliers with higher inherent ESG risk exposure, enabling enhanced monitoring and prioritization within our procurement processes. In 2025, our efforts focused on scaling coverage and strengthening risk measurement capabilities across our supplier base. As of December 31, 2025, we expanded our coverage to more than 8,000 suppliers evaluated globally.
(3) Communities
We engage with local communities to understand the impacts, risks, and opportunities of our activities on the environment and society and aim to co-create initiatives that are inclusive and forward-thinking.
Our Community Engagement Process is structured to identify and manage risks and impacts from our operations in our priority sites, considering their size, investment road map, and proximity to urban areas. Developed in alignment with ISO 26000 standard, our dedicated Community Engagement Committees, composed of cross-functional teams, supervise and implement this process. The process generally involves (i) identifying, classifying, evaluating and prioritizing our stakeholders considering their different expectations or needs and proximity to our operations; (ii) assessing industry issues such as pollution, traffic, and biodiversity loss to identify risks and opportunities and understand their financial, social, and environmental implications; (iii) defining mitigation measures to manage the potential impacts of previously identified risks and opportunities; (iv) creating Community Engagement Programs (“CEPs”) at a plant level alongside key stakeholders and local communities to prioritize and address topics and previously identified risks and opportunities; (v) periodically measuring our progress toward achieving our sustainability targets and assessing our impact through CEPs; and (vi) communicating our progress and findings, including our alignment to UN SDGs and other international standards to top management and external audiences through different means.
Leveraging our business strengths, we design targeted community programs and investments that we believe are capable of driving change and delivering transformative outcomes. Our social responsibility programs connect us with communities through dialogue and co-creation. These programs also help our neighboring communities understand our business and how it generates value for society.
Since 1998, Patrimonio Hoy has been our flagship social program, providing access to microfinancing, technical advice, maintenance solutions, and high-quality building materials to low-income families in Mexico. The program offers different payment schemes that adapt to the financial and construction needs of benefited families, enabling them to improve their homes and livelihoods. We also launched APP Patrimonio Hoy, an application and chatbot that gives Patrimonio Hoy partners visibility to all their project’s information digitally, thereby streamlining and personalizing their experience. More than 49% of Patrimonio Hoy partners have downloaded the application. As of December 31, 2025, through Patrimonio Hoy we have benefited more than 3.3 million people and built more than 5.4 million square meters, with 63% of beneficiaries being women.
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(4) Civil Society
(4)(a) Environment and Biodiversity Partners
We work closely with several partners to protect the environment and biodiversity of the countries in which we operate by engaging in fruitful partnerships with global, national and local organizations, among others.
(4)(b) Knowledge and Innovation Partners
We often leverage the knowledge and expertise of thought partners from varied perspectives such as consulting, research institutions, universities, technology partners and others.
These collaborations allow us to source, develop, and scale solutions through collaborative projects, as well as enables the design, development, curation, and delivery of relevant learning experiences aligned with our strategic capabilities and emerging practices.
(4)(c) Shared Value Partners
Collaborations and partnerships with multilateral or international organizations, the private sector, academia and others, allow us to build synergies to scale our contributions to build a better future, continue to contribute to the development of sustainable communities and to support the enablement of a just transition to a lower-carbon economy.
Some of the most relevant partners we collaborate or have collaborated with include, among others, the World Economic Forum, the U.N. Global Compact, and the Boston College Center for Corporate Citizenship. We leverage our partnerships to foster the creation and scaling of social impact programs through four focus areas: (i) people—improving quality of life through education and employability initiatives; (ii) economy—developing circular and local economies through sustainable practices, (iii) structures—enhancing livability through housing and urban infrastructure improvement; and (iv) cities—promoting the development of resilient cities and communities.
(4)(d) Industry and Business Associations
We actively participate in a range of global, regional, and national industry and business associations to strengthen partnerships, advance our advocacy efforts, and promote our products and solutions. Through this engagement—alongside peers across the sector—we contribute to dialogue and knowledge sharing on key issues, including the role of concrete as an essential material for construction with sustainable attributes and supportive public policies. As of December 31, 2025, we held nearly 100 industry leadership roles worldwide. The GCCA, of which we are a member, represents approximately 80% of the world’s cement production capacity outside of China. We continue to view this decade as a critical period for delivery, with collaboration between the public and private sectors playing a central role in advancing progress toward a carbon neutral society.
Health and Safety
Health and safety (“H&S”) remains our top value. We are working towards developing a culture within which everyone in our organization embraces H&S. We believe that the health and safety of our employees, contractors, and the people we interact with in our local communities on a day-to-day basis is of the utmost importance.
To help us meet our goals, we focus on three areas: (i) our Zero4Life initiative, pursuant to which we strive for a work environment with zero injuries; (ii) promoting a H&S culture under standardized global programs that foster a common
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principle of care across our operations in all geographies; and (iii) supporting the global well-being of our employees inside and outside of work by supporting them in caring for their emotional and physical health, financial fitness and workforce experience.
Our Global Health and Safety Policy is the cornerstone of our Health and Safety Management System (“HSMS”) and sets out clear expectations for our leaders and workforce to carry out their activities in a safe manner and to care for the well-being of our employees, contractors and other people with whom we interact. Additionally, it sets expectations and reinforces communication with suppliers, performance reports, and incident investigations. The HSMS is our main tool to establish performance requirements and goals for our operations by helping us assess potential risks and plan the measures needed to mitigate them in a coordinated manner. The HSMS is designed to empower our leaders to implement a successful health and safety strategy across our operations and guides us on how to adequately allocate resources to training programs for our employees. Furthermore, our line managers utilize our HSMS on an ongoing basis to make an annual review of further improvement opportunities and to formulate annual Health and Safety Improvement Plans. Operations with implemented HSMS can achieve external certification according to the ISO 45001 standard.
Our HSMS is also subject to evaluations through our Global Corporate Governance Audits program. This program audits an average of 40 operational sites annually, covering all countries over a three-year period. It provides an independent assessment of compliance with our HSMS and identifies opportunities for improvement. In addition, we conduct cross-regional corporate governance health and safety audits each year across multiple operations. These audits support continuous improvement and facilitate the sharing of best practices on health and safety topics across our global operations.
We are constantly working towards our ultimate target of zero injuries worldwide, evidenced by our Zero4Life objective. In 2025, we achieved our goal of reducing the LTI frequency rate to 0.3. Our employee Total Recordable Injuries (“TRI”) frequency rate decreased to 1.9, and we expect to reduce this rate further in 2026. The number of contractor LTIs increased by 24% when compared to 2024, and contractor TRIs increased by 8% in 2025. We continue to work on health-related actions to achieve a reduction in our employee sickness absence rate, which remained the same in 2025.
In 2025, we had 4 fatalities when considering third-party, contractor and employee fatalities, one more than in 2024. The number of employee fatalities increased from one to two. Information on our performance in this area is presented in the table below, in line with GCCA’s Guidelines and guidance. We also continued to make progress in most countries, as 97% of our operations achieved zero fatalities and LTIs of employees and contractors.
The following table sets forth our performance indicators with respect to safety by geographic location as of December 31, 2025, in accordance with the GCCA’s guidelines and guidance:
Mexico United States Europe MEA SCA&C Total Cemex
Total fatalities, employees, contractors and other third parties (#) 1 1 0 1 1 4
Fatalities employees (#) 1 1 0 0 0 2
Fatality rate employees(1) 0.6 1.2 0.0 0.0 0.0 0.5
Lost-time injuries (LTI), employees (#) 8 15 7 0 3 33
Lost-time injuries (LTI), contractors (#) 11 4 12 2 7 36
Lost-time injury (LTI) frequency rate, employees per million hours worked(2) 0.2 0.8 0.3 0.0 0.3 0.3
(1) Incidents per 10,000 employees in a year.
(2) Working hours are directly measured and/or obtained using recognized industry methods.
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At Cemex, training is a key part of our strategy to achieve our Zero4Life commitment. We continuously revise and seek to improve our training programs and strive for all our employees to possess the correct knowledge, skills, and experience to perform their jobs safely.
In 2024, we expanded our health and safety leadership development approach with a new process for operations leaders worldwide, making it accessible across all regions worldwide. From senior managers to frontline supervisors, leaders are encouraged to have one-on-one conversations with the person they report to, exchanging views and gaining feedback about their direct reports to identify safety performance strengths and opportunities prior to the year and then creating individual development plans that are measured throughout the year. The process starts with vice presidents, and cascades level by level, providing actionable development plans for operations leaders. In 2025, we continued to evolve this process with a second version and ran successful exercises in several regions with a view to implementing a robust campaign in 2026.
Strengthening health and safety leadership skills is an integral part of our talent management approach. Our Visible Felt Leadership (“VFL”) program was developed as a face-to-face training for leaders, helping them lead by example with frontline employees and contractors using a constant, consistent and positive approach. The course, now also available online, covers improved safety communication, leadership engagement, and proactive safety culture practices. In 2025, the online training was available in six languages and an additional 545 leaders who were new or pending to be trained attended the course. Over the past decade, VFL has consistently delivered benefits like heightened safety awareness, improved incident reporting, and enhanced safety culture.
In 2025, we continued implementing our Cemex Wellbeing Model to serve as a common framework for all our operations worldwide. This Model is helping to create a unified approach and a solid base to improve our wellbeing offering. We have developed a gap analysis tool to assist our operation teams when they need to define action plans for implementing the model. The initiative will be supported by medical professionals from our Global Health Forum of experts. Activities are focused on the four pillars of our Wellbeing Model: emotional health, physical health, financial fitness, and workforce experience. All activities included in the Cemex Wellbeing Model are designed to reduce the prevalence of health risks and encourage employees to live a healthy lifestyle both inside and outside the workplace.
As part of our Contractor Health and Safety Verification Program, we assess contractors’ health and safety practices across our operations in alignment with applicable regulations and internal standards in each country where we operate. The program is implemented in coordination with local operations and supported by our health and safety specialists, ensuring that contractor verification processes are applied according to regulatory requirements. Through this approach, we ensure full compliance with applicable legal requirements across our operations.
Customer Centricity
Cemex is dedicated to helping our customers succeed and our efforts are focused on what success means to them. We are passionate about finding new ways to inspire and satisfy them by innovating around their needs to surpass their expectations in every interaction. We aim to provide our customers with a superior omnichannel experience everywhere and every time, and are creating new opportunities to serve them better. In 2025, we focused on three key efforts:
(1) A Robust Voice of The Customer Program
We have been using Bain & Co.’s Net Promoter System to gather, manage, and act on customer feedback. The Net Promoter Score (“NPS”) is a key experience indicator used to measure our customers’ loyalty across all of our
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business units since 2018. In 2025, we achieved an outstanding annual global NPS result of 75, significantly above the Retently 2025 NPS benchmark of 34 for the construction and engineering industry and remaining above our 2030 NPS target of 70, which we updated from 60 to 70 in 2021.
This Net Promoter System allows us to transform our customers’ feedback into actionable improvements, leverage enhanced analytics to better understand them, and develop insights to design more targeted, data-based value propositions for them. In our ongoing efforts to address service challenges experienced by our customers, we established service committees across our operations, gradually expanding their presence to all our regions by 2018. These committees facilitate two-way communications with customers. Following the evaluation of customer feedback, local multidisciplinary teams implement initiatives to enhance customer service and address specific requests. Additionally, select customers participate in research activities, providing valuable feedback to co-create innovations within Cemex. We remain committed to our customer-centricity practice, and we annually recognize excellence, and promote the best practices adopted across our business units to continue fostering our customer-centric culture.
(2) Cemex: A Digital First Company
Superior customer experience is at the heart of our global Digital Forward initiative. From our operations, including production and supply chain, to our administration and support services, we have digitized our customer-facing processes.
(2)(a) Cemex Go
Cemex Go is our flagship digital solution that provides better services through digitalization and covers all customer transaction needs, from orders to payments helping us deliver a superior customer experience while making us a more efficient company. It integrates our online store/application, salesforce, and service centers to provide a consistent digital-first customer experience regardless of channel. Within Cemex Go, Ready-Mix Go allows customers to manage their ready-mix orders, including their online confirmation and real-time tracking via the web and mobile platforms.
As of December 31, 2025, approximately 60% of our orders from recurrent customers were placed through Cemex Go’s online store in 15 countries.
Our Cemex Go Acceleration program is designed to increase digital adoption across our customer base. The program focuses on enhancing platform functionality, strengthening systems integration and developing additional digital tools within the Cemex Go online store, with the objective of improving the customer experience and increasing the level of automation of our internal processes and practices. The program was initially deployed as a pilot in the Houston region and was expanded during 2025 to customers across multiple geographies and business lines in the United States, including Texas, California, and Arizona, as well as Mexico and the United Kingdom. As of December 31, 2025, the Houston market reached 90% of digital orders and 86% of order automation, which are scheduled orders without human intervention.
(2)(b) Cemex Go Link
Cemex Go Link allows customers to interact directly with our systems via digital platforms and Application Programming Interfaces (“APIs”).
By allowing for communication between systems, Cemex Go Link helps customers from six countries reduce operating costs, optimize internal processes, and automate tasks such as creating orders, invoices, and reviewing invoices and delivery tickets.
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(2)(c) Cemex Go CRM: The Digital Ally for Customer Relationship Service
Cemex Go Customer Relationship Management (“CRM”) is our commercial advisors’ main digital tool that helps them manage customer relationships more efficiently and systematically. Currently available in multiple geographies, we continue upgrading the tool and releasing new features to increase its global presence and help commercial teams save time planning and managing daily activities by personalizing customer follow-up activities. In 2025, CRM helped our commercial teams were able to better advise our customers on our service delivery through data-driven sales forecasting and cross-selling. In parallel, we are making significant strides in enhancing the digitalization and automation of our quoting process and price integration to improve customer and employee experiences. Our efforts are focused on tailoring the quoting experience to meet the diverse needs and purchasing behaviors of our customers, making the quoting experience timely, accurate, and transparent across all our purchasing platforms.
(2)(d) Construrama Online and Virtual Storefront for Professionals and Selfbuilders
Construrama.com serves as the e-commerce platform for Construrama, the leading building materials distribution network in Mexico. In 2025, over 5,000 online customers purchased products from an extensive catalog containing more than 45,000 SKUs through the Construrama.com website or the mobile application.
Our Virtual Storefront is our online store tailored to deliver a seamless ready-mix experience for contractors and self-builders through a simple and fast e-commerce platform. This tool guides customers in Mexico, Colombia, and multiple markets across the United States to select the right concrete products, place orders, and pay online using cash or card. We plan to continue expanding this footprint in key markets while securing higher profitability per order.
Cemex is also leveraging AI to enhance customer service across touchpoints, streamlining transactions for a seamless user experience. Our platforms capture customer interactions, which allows us to constantly provide service enhancements.
(2)(e) Smart Service Centers
Since 2021, we have been committed to providing our customers with a seamless and personalized omnichannel experience. Our Smart Service Centers are transforming to support and promote “Digital First” interactions, thereby enhancing cost efficiencies and fostering revenue growth, while improving our customers’ experience across geographies.
An AI driven customer visibility application holds personalized conversations by identifying customers and providing customized responses and solutions. Intelligent routing boosts productivity, directing customers to proper support staff to resolve issues. Our AI platform delivers personalized, efficient, and data-driven solutions.
In 2025, we significantly advanced standard processes and platforms for our omnichannel customer experience, leveraging data to enable and promote rich, agile, personalized, and Digital First customer interactions. As part of our operational optimization strategy, we consolidated the San Antonio service center into Houston, improving scale, efficiency, and resource utilization. Building on this approach, we started plans to further streamline operations through the consolidation of Northern California service centers in 2026 and selected operations in the East region. These efforts reinforce our focus on standardization, increased agent productivity, and a more seamless and consistent customer experience across channels.
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(3) An Empowered Sales Force throughout the design and construction processes
We support our customers from the design stage to the execution of their projects with expert advice and support services to significantly enhance their sustainable attributes, efficiency, and performance. As part of our Early Engagement initiative, we build significant relationships with a broad network of construction professionals, allowing us to position our technically advanced value propositions and sustainable solutions at a critical stage in the project design. This pre-sales advisory allows our commercial teams to guide customers in applying for green certifications such as the Leadership in Energy & Environmental Design (LEED) certification, the Building Research Establishment Environmental Assessment Methodology (BREEAM) certification, the Excellence in Design for Greater Efficiencies (EDGE) certification, and the German Sustainable Building Council (DGNB) certification.
As a result of our internal learning efforts, our sales force is prepared to become trusted advisors for our customers and offer on-site support to their construction projects. Through Cemex University, our sales force has access to five Masterclasses designed to increase their knowledge of sustainable construction, including design, green certifications, and credits through our Vertua portfolio of products. These Masterclasses, available in eight languages, enable us to help our customers achieve their sustainable construction projects and targets, while supporting our goal of achieving net zero CO2 by 2050. As of December 31, 2025, 1,250 sales advisors and managers have participated in this continuous learning program.
As part of the Company’s broader digitalization efforts to enhance customer experiences and optimize commercial processes, our customers and sales force also benefit from Generative AI Assistants. TAVO is a virtual assistant powered by generative AI designed to support our sales force with queries and insights to fulfill their commercial objectives. Through TAVO, our sales force can access relevant information to help our customers achieve their construction and sustainability goals including product catalog technical specifications or Vertua product characteristics and benefits. On the other hand, our AI chatbot Olivia helps provide faster responses to our customers’ most common questions. In 2025, we augmented Olivia’s capabilities with generative AI which we are piloting in Mexico
OTHER RELEVANT TOPICS
Digital Forward
One of our significant efforts on operational improvements is our Digital Forward initiative, a company-wide digital transformation program aimed at improving efficiency, reducing costs, and enhancing the customer experience. The program extends across all core business functions, including commercial, supply chain, production, and administration
The Digital Forward framework is structured around four core areas: (i) digitalizing the commercial experience by expanding self-service capabilities and driving digital adoption through the Cemex Go Acceleration program, (ii) integrating the supply chain using AI and real-time data to improve visibility and responsiveness, (iii) transforming production processes through advanced technologies to increase efficiency and sustainability, and (iv) scaling administrative and support services by automating internal transactions and reporting.
The program is supported by three primary enablers: (i) promoting innovation by engaging with startups and incorporating emerging technologies, (ii) advancing data and AI capabilities to generate actionable insights and improve decision-making, and (iii) developing workforce capabilities through continuous learning and cross-functional collaboration
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Furthermore, we intend to achieve energy cost-savings by actively managing our energy contracting and sourcing, and by increasing our use of alternative fuels. We believe that these cost-saving measures could better position us to quickly adapt to potential increases in demand and thereby benefit from the operating leverage we have built into our cost structure. In a number of our core markets, such as Mexico, we launched initiatives aimed at reducing the use of fossil fuels, consequently looking to reduce our overall energy costs.
Governance Efforts
We work on maintaining high ethical standards and following best practices in our corporate governance model, which is designed to go beyond basic compliance with laws and regulations. Our aim is to achieve a superior performance that fosters strong, sustained economic growth while seeking to uphold a high level of integrity.
Within our governance system, our Board of Directors is primarily responsible for approving our corporate strategy and supervising the Company’s overall operations. In doing so, our Board of Directors takes into account laws and regulations, best practices and guidelines, stakeholder interests, society’s values and ideals, global and local trends, risks and opportunities, and circumstances that the Company must address. Additionally, our Board of Directors guides the Company through the development, implementation, and oversight of compliance with company mandates, guidelines, policies, controls, and procedures. For more information on our Board of Directors, see “Item 6. Directors, Senior management, and Employees.”
In performing its functions, our Board of Directors is aided by three Committees with specialized areas of expertise. These Committees provide counseling and advice and may handle specific tasks on our Board of Directors’ agenda. The members of our Audit Committee, Corporate Practices and Finance Committee, and Sustainability, Climate Action, Social Impact, and Diversity Committee are appointed by our shareholders. For more information on the Committees of our Board of Directors, see “Item 6. Directors, Senior management, and Employees.”
Our Chief Executive Officer and members of our senior management execute our strategy and oversee the day-to-day operations of our Company and constantly interact with our Board of Directors and certain stakeholders. For more information on our senior management, see “Item 6. Directors, Senior management, and Employees.”
At Cemex, we are committed to conducting our business in compliance with applicable laws, regulations, and corporate policies, controls and procedures, while upholding high ethical standards. These principles are embedded in our Code of Ethics and Business Conduct, which employees are required to ratify periodically. For more information on our Code of Ethics and Business Conduct, see “Item 16B. Code of Ethics.”
Our governance best practices include global compliance, audit, and training programs, as well as initiatives on ethical business dealings and conflicts of interest, among other related matters. Cemex’s Global Compliance Program incorporates risk analysis, due diligence and third-party risk management, trainings, legal audits and investigations, and global communication campaigns. The main matters covered by our Global Compliance Program include: (i) verification that third parties we do business with are reputable and are aligned with our values, (ii) review of conflicts of interest, (iii) review of related party transactions seeking to comply with applicable regulations and market practices, (iv) anti-corruption and anti-money laundering prevention, and (v) compliance with trade controls, economic sanctions, anti-terrorism and anti-boycott laws.
ETHOSline is our main intake channel and trusted reporting system for ethics and compliance concerns. Employees, stakeholders, or third parties can raise issues via our online portal, email, phone line, or other reporting channels, including local and global committees. We strongly encourage reporting and maintain a strict no-retaliation policy for those who report in good faith. ETHOSline is our institutional reporting mechanism, accessible through our website, mobile devices, or our intranet, that is open and free for anyone to use. This secure, confidential, and independent
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platform is available 24 hours a day, seven days a week, to both employees and the general public, including our third parties, to report any allegations of misconduct anonymously or confidentially. To secure confidentiality, ETHOSline runs on a platform provided by NAVEX Global, a third-party expert on ethics and compliance reporting. Certain reports go directly to the Company’s internal audit area, which directly reports to Cemex, S.A.B. de C.V.’s Board of Directors’ Audit Committee, composed exclusively of independent board members. In addition, specific reports are submitted directly to the Chair of the Audit Committee.
To achieve impartial, credible, fair, and consistent results, our ETHOS governing bodies must abide by our ETHOS manuals which provide directives and guidelines on how to properly manage reports, complaints, and inquiries received through ETHOSline, with the purpose of guaranteeing an effective end-to-end process. In 2025, 143 executives, who are members of our ETHOS governing bodies, received training on global ethical trends and investigation procedures. During the year ended December 31, 2025, a total of 1,172 cases were reported through our official channels, of which approximately 91% were received through ETHOSline, approximately 6% were received through local committees, and less than 3% were received through our Global Ethics and Compliance Committee. Out of those cases, 1,066 were closed by the end of 2025, of which 28% were substantiated. As a result of the investigations, 84 employees were dismissed, 15 employees received remedial training, 154 employees were subject to disciplinary action, five vendors were prohibited from working with Cemex, and eight vendors were subjected to remedial measures. Additionally, 14 internal processes and policies were reviewed and updated. We also resolved 25 inquiries through our official channels. Cemex also has a Global Workplace Diversity, Equity & Inclusion Policy designed to foster a culture of respect, openness and belonging, aligned with our “One Cemex” value. This policy was approved by the Cemex Organization & Human Resources Department and ratified by the Board of Directors. The implementation and supervision of this policy is the responsibility of the Cemex Organization & Human Resources Department, supported by other departments such as the Social Impact Department. Cemex also has a process to safeguard whistleblowers from retaliation. This process includes providing individual follow-up to whistleblowers after the submission and resolution of their cases through surveys. Additionally, for employee reporters, we assess changes in their employment status following their report.
For information on other governance matters relating to our Company, see “Item 6. Directors, Senior management, and Employees,” “Item 16B. Code of Ethics,” “Item 16G. Corporate Governance,” “Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections” and “Item 16K. Cybersecurity.”
User Base
Cement is the primary building material in the industrial and residential construction sectors of the majority of markets in which we operate. We believe that the lack or shortage of available cement substitutes further enhances the marketability of our product. The primary end-users of cement in each region in which we operate vary but usually include, among others, wholesalers, ready-mix concrete producers, industrial customers and contractors in bulk. Additionally, sales of bagged cement to individuals for self-construction and other basic needs have traditionally been a significant component of the retail sector. The end-users of ready-mix concrete generally include homebuilders, commercial and industrial building contractors and road builders. Major end-users of aggregates include ready-mix concrete producers, mortar producers, general building contractors and those engaged in road building activity, asphalt producers and concrete product producers. Our Urbanization Solutions have a wide user base which includes, but is not limited to, architects, civil engineers, builders, developers and paving and general contractors, in addition to ready-mix concrete, cement and mortars producers. In summary, because of the many favorable qualities of our products and solutions, a considerable number of builders and other users worldwide use our cement, ready-mix concrete, aggregates and Urbanization Solutions for almost every kind of construction project in the infrastructure, commercial and residential segments. As of December 31, 2025, we did not depend on any single existing customer
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to conduct our business and the loss of any of our existing customers individually would not have had a material adverse effect on our financial condition or results of operations. For the period ended December 31, 2025, none of our individual customers represented more than 10% of our consolidated revenues.
Cemex’s Corporate Structure as of December 31, 2025
Cemex, S.A.B. de C.V. is an operating and a holding company that primarily operates its business through subsidiaries which, in turn, hold interests in Cemex’s cement, aggregates, ready-mix concrete and Urbanization Solutions operating companies, as well as other businesses. Cemex, S.A.B. de C.V. also owns 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. The following chart summarizes Cemex’s corporate structure as of December 31, 2025. Unless otherwise indicated, this chart includes Cemex’s approximate direct or indirect, or consolidated, percentage equity ownership or economic interest of each subsidiary included. The chart has been simplified to show only some of Cemex’s major holding companies and/or operating companies in most of the main countries in which Cemex operates, and/or relevant companies in which Cemex holds a significant direct or indirect interest and does not include all of Cemex’s operating subsidiaries and its intermediate holding companies.
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(1) Includes Cemex’s direct or indirect, or consolidated, interest.
(2) Includes COM’s, CIH’s and Cemex, S.A.B. de C.V.’s interest, as well as shares held in Cemex España’s treasury.
(3) Includes Cemex España’s direct or indirect, or consolidated, interest.
(4) Includes Cemex UK’s direct or indirect, or consolidated, interest.
(5) Represents Cemex España’s indirect economic interest in three companies incorporated in the UAE: Cemex Topmix LLC, Cemex Supermix LLC and Cemex Falcon LLC. Cemex España indirectly owns a 49% equity interest in each of these companies and indirectly holds the remaining 51% of the economic benefits through agreements with other shareholders.
(6) Represents outstanding shares of CLH’s capital stock and excludes treasury stock.
(7) Represents CLH’s direct and indirect, or consolidated, interest in ordinary and preferred shares and excludes shares held in Cemex Colombia’s treasury. On December 16, 2025, the spin-off of Cemex Colombia was formalized, pursuant to which the companies Cemex Caracolito S.A., Cemex Concreto S.A., and Cemex Santa Rosa S.A. were created. Cemex Colombia survived the spin-off. See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Our Business and Operations—Divestment of a Portion of our Operations in Colombia” for more information regarding the pending divestment of part of our operations in Colombia, including Cemex Caracolito S.A., Cemex Concreto S.A., and Cemex Santa Rosa S.A.
(8) Includes Cemex Colombia’s 99% interest and Corporación Cementera Latinoamericana S.L.U.’s (“CCL”) 1% interest.
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(9) Includes TCL’s direct and indirect 74.08% interest and COM’s direct 4.96% interest.
(10) Includes RMC Holdings B.V.’s direct or indirect, or consolidated, interest.
Commencing with the year ended December 31, 2025, our operations are organized and reported in five reportable operating segments: (1) Mexico, (2) United States, (3) Europe, (4) MEA, and (5) SCA&C. Europe includes the United Kingdom, France, Germany, Poland, Spain, the Czech Republic and Croatia. MEA includes Israel, Egypt and the UAE. SCA&C includes Colombia, Puerto Rico, Nicaragua, Jamaica and the Caribbean.
Although Europe and MEA are internally managed together as a single region, they are presented as two separate reportable operating segments to address differences regarding economic conditions, customer purchasing power, pricing strategies, profitability, currencies, demographics and geographic locations.
Our Operations in Mexico
Overview. For the year ended December 31, 2025, our operations in Mexico represented 27% of our consolidated external revenues in Dollar terms. As of December 31, 2025, our operations in Mexico represented 36% of our total installed cement capacity and 19% of our total assets, in Dollar terms.
Following the completion of its expansion involving the construction of a new kiln and a mill, as of December 31, 2025, our Tepeaca cement plant in Puebla, Mexico had a production capacity of 4.2 million tons of cement per year based on mill capacity. In May 2021, to generate enough supply to meet the increasing demand in the U.S. market and strengthen our position in the region, we resumed our operations in our CPN cement plant in Sonora, which has a production capacity of 1.7 million tons of cement per year.
In March 2022, following the successful restart of our operations in our CPN cement plant in Sonora, we announced the reactivation of our second kiln in our CPN cement plant in Sonora to continue leveraging Cemex’s regional trading network to meet growing cement demand throughout the western United States. This project was completed during the fourth quarter of 2022. As market conditions in the United States evolved, the CPN cement plant operated as a backup asset within Cemex’s regional supply network, providing flexibility to supply incremental volumes when required. As of the second half of 2025, operations at the CPN cement plant have been placed on standby.
In 2025, we also continued advancing our capacity expansion project at our Mérida plant in Yucatán, which is expected to enter operations in 2026.
In 2001, we launched the Construrama program, a registered brand name for construction materials stores. The program offers an exclusive group of Mexican distributors the opportunity to operate under the Construrama brand, with a standardized concept that includes store format, image, marketing, products, and services. As of December 31, 2025, more than 1,000 independent concessionaires, representing over 2,000 stores, were part of the Construrama network, with nationwide coverage.
Industry. For 2025, the National Institute of Statistics and Geography (Instituto Nacional de Estadística y Geografía) indicated that total construction activity in Mexico decreased 1.1% as of December 2025 (seasonally adjusted figures).
Cement in Mexico is sold mainly through distributors, with the remaining balance sold through ready-mix concrete producers, manufacturers of precast concrete products and construction contractors. Cement sold through distributors is mixed with aggregates and water by the end user at the construction site to form concrete. Ready-mix concrete producers mix the ingredients in plants and deliver it to local construction sites in mixer trucks, which pour the concrete. Unlike more developed economies, where purchases of cement are concentrated in the commercial and industrial sectors, retail sales of cement through distributors in 2025 accounted for approximately 57% of Mexico’s
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demand (bagged presentation). Individuals who purchase bags of cement for self-construction and other basic construction needs are a significant component of the retail sector. We believe that this large retail sales base is a factor that significantly contributes to the overall performance of the cement market in Mexico.
The retail nature of the Mexican cement market also enables us to foster brand loyalty, which distinguishes us from other worldwide producers selling primarily in bulk. We own the registered trademarks for our brands in Mexico, such as “Tolteca,” “Monterrey,” “Maya,” “Anahuac,” “Campana,” “Gallo,” and “Centenario,” for gray cements and mortar and, additionally, “Multiplast” for coatings. In 2024, we launched “Antihumedad” cement, a grey Portland cement with advanced water-repellent properties that inhibit moisture filtration. We believe that these brand names are important in Mexico since cement is principally sold in bags to retail customers who may develop brand loyalty based on differences in quality and service. We also have trademark registrations for our special concrete’s brands such as “Promptis,” “Resilia,” “Pervia,” “Insularis,” and “Evolution.” In Mexico, we introduced Vertua as a value cement and concrete brand. Vertua is Cemex’s global brand for low carbon footprint products. In addition, we own the registered trademark for the “Construrama” brand name for construction material stores and for our new digital solution we have trademark registrations for “Cemex Go” and “Olivia.”
Competition. As of December 31, 2025, the major cement producers in Mexico were Cemex; Holcim; Sociedad Cooperativa Cruz Azul, a Mexican operator; Cementos Moctezuma, an associate of Cements Molins and Buzzi-Unicem; Fortaleza Materiales (formerly named Elementia) and GCC, S.A.B. de C.V. (“GCC,” formerly named Grupo Cementos de Chihuahua, S.A.B. de C.V.), a Mexican operator in whose majority holder, Camcem, S.A. de C.V., we hold a minority interest. As of December 31, 2025, the major ready-mix concrete producers in Mexico were Cemex, Holcim, Cementos Moctezuma and GCC. In addition, as of December 31, 2025, the use of non-integrated ready-mixers has been increasing.
We believe potential entrants into the Mexican cement market face various barriers to entry, including, among other things: the time-consuming and expensive process of establishing a retail distribution network and developing the brand identification necessary to succeed in the retail market; the lack of port infrastructure and the high inland transportation costs resulting from the low value-to-weight ratio of cement; the distance from ports to major consumption centers and the presence of significant natural barriers, such as mountain ranges, which border Mexico’s east and west coasts; the strong brand recognition and the wide variety of special products with enhanced properties; the extensive capital expenditure requirements; and the length of time required for construction of new plants, which we estimate is approximately two years. Nevertheless, Fortaleza Materiales started operation of a stand-alone cement mill in the Yucatán Peninsula in October 2020. Additionally, at the end of the first quarter of 2021, Holcim started operating a stand-alone cement mill located in the Yucatán Peninsula, aiming to strengthen its market position and supply cost in this region. During 2022, a new independent producer, Grupo Comercial AMORI, entered the market in the Yucatán Peninsula with a cement mill facility located in Progreso, Yucatán, under the brand “Cementos Jaguar.” This facility corresponds to the first new entry into the cement industry since Fortaleza’s incursion in 2013.
For 2025, new capacity entered the market through the completion of Holcim’s expansion at its Macuspana plant in Tabasco. Additionally, Cementos Moctezuma announced a capacity expansion at its Tepetzingo plant in Morelos, expected to become operational in early 2026.
As of December 31, 2025, Cruz Azul has announced it will open a new plant in Campeche, expected to begin operations in 2027.
Urbanization Solutions. In Mexico, for the year ended December 31, 2025, in terms of revenues, admixtures and mortars were the main contributors. These businesses operate with full national coverage.
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Our Operating Network in Mexico
During 2025, we operated 15 cement plants, 108 cement distribution centers and eight marine terminals located throughout Mexico.
We operate cement plants on the Gulf of Mexico and Pacific coasts of Mexico, most of the time allowing us to take advantage of attractive transportation costs to export to the United States and the SCA&C region, when possible.
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Products and Distribution Channels
Cement. For the year ended December 31, 2025, our cement operations represented 57% of our external revenues from our operations in Mexico in Dollar terms and our domestic cement sales volume represented 96% of our total cement sales volume in Mexico. As a result of the retail nature of the Mexican market, our operations in Mexico are not dependent on a limited number of large customers. The total volume of the five most important distributors accounted for 14% of our total cement sales by volume in Mexico in 2025 (excluding our in-house channels).
Ready-Mix Concrete. For the year ended December 31, 2025, our ready-mix concrete operations represented 30% of our external revenues from our operations in Mexico in Dollar terms. Our ready-mix concrete operations in Mexico purchase substantially all their cement requirements from our cement operations in Mexico. Ready-mix concrete is sold through our own internal sales force and facilities network.
Aggregates. For the year ended December 31, 2025, our aggregates operations represented 3% of our external revenues from our operations in Mexico in Dollar terms.
Urbanization Solutions and Others: For the year ended December 31, 2025, our Urbanization Solutions and other businesses operations represented 10% of our external revenues from our operations in Mexico in Dollar terms.
Exports. Our operations in Mexico export a portion of their cement production, mainly in the form of cement and to a lesser extent in the form of clinker. Exports of cement by our operations in Mexico represented 4% of our total cement sales volume in Mexico for 2025. In 2025, 66% of our cement exports from Mexico were to the United States and 34% were to our SCA&C segment.
The cement and clinker exports by our operations in Mexico to the United States are mostly marketed through our trading network subsidiaries. Our cement and clinker transactions between Cemex and its subsidiaries, are conducted on an arm’s-length basis.
Production Costs. Our cement plants in Mexico primarily utilize pet coke and alternative fuels. Two 20-year pet coke supply contract agreements with PEMEX Madero refinery expired at the end of September 2022. The contracts were replaced by a five-year supply agreement awarded in a tender for an estimated 30% of our pet coke consumption. By the end of October 2022, PEMEX unilaterally suspended deliveries from the Cadereyta refinery in two additional contracts. Cemex and PEMEX agreed on a new pricing methodology based on the current pet coke market for the remainder of the contract period. Following an unsuccessful tender by PEMEX, in which most of the pet coke volume from the Cadereyta facility was not allocated, PEMEX awarded different spot volume contracts from June 2025 until December 2025. In addition, a new long-term agreement was awarded in 2025 with an expiration date of December 31, 2030. Cemex was also awarded a two-year contract for the Minatitlan refinery in November 2022, renewed in 2025. In general, we have been able to purchase pet coke in the open market when needed to make up for any quantities not supplied by PEMEX. In addition, in 1992, our operations in Mexico began using alternative fuels to further reduce the consumption of residual fuel oil and natural gas. These alternative fuels represented 20.6% of the total fuel consumption for our cement plant operations in Mexico in 2025. For additional information, see “Item 5. Operating and Financial Review and Prospects—Trend Information—Summary of Material Contractual Obligations and Commercial Commitments—Cash Requirements.”
In 1999, we entered into an agreement with an international partnership, which financed, built and operated TEG, a 230 megawatt (“MW”) energy plant in Tamuín, San Luis Potosí, Mexico. We entered into this agreement to reduce the volatility of our energy costs. The power plant commenced commercial operations in April 2004. In 2007, the original operator was replaced and the agreement was extended to 2027. In 2024, TEG migrated to the wholesale market to supply Cemex load points as well as our cement plants. As of the date of this annual report, we have 10 plants
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enabled to receive energy from the wholesale market. For additional information, see “Item 5. Operating and Financial Review and Prospects—Trend Information-Summary of Material Contractual Obligations and Commercial Commitments—Cash Requirements,” and “Item 4. Information on the Company—Regulatory Matters and Legal Proceedings—Environmental Matters—Mexico.”
In 2006, to take advantage of the high wind potential in the “Tehuantepec Isthmus,” Cemex and the Spanish company ACCIONA, S.A. (“ACCIONA”), formed an alliance to develop a wind farm project (“EURUS”) for the generation of 250 MW in the Mexican state of Oaxaca. The installation of 167 wind turbines on the farm was finished on November 15, 2009. For additional information, see “Item 5. Operating and Financial Review and Prospects—Trend Information—Summary of Material Contractual Obligations and Commercial Commitments—Cash Requirements.”
In connection with the beginning of full commercial operations of Ventika, S.A.P.I. de C.V. and Ventika II, S.A.P.I. de C.V. wind farms (jointly, “Ventikas”), located in the Mexican state of Nuevo León, with a combined generation capacity of 252 MW, we agreed to acquire a portion of the energy generated by Ventikas for our Mexican plants for a period of 20 years, which began in April 2016. This agreement is for Cemex’s own use and as of the date of this annual report, Cemex does not intend to engage in energy trading in Mexico.
The two projects, EURUS and Ventikas, together supplied 19% of Cemex’s overall electricity needs in Mexico.
On October 24, 2018, to take advantage of lower electric energy prices, we entered into agreements for a period of 20 years with Tuli Energía, S. de R.L. de C.V. (“Tuli Energía”) and Helios Generación, S. de R.L. de C.V. (“Helios Generación”) to acquire a portion of the energy generated by such solar projects. The solar plants located in the Mexican state of Zacatecas have a combined generation capacity of 300 MW. These solar plants started producing test energy in September 2019, and the effective commencement date of such agreements was December 2019 for Tuli Energía and April 2020 for Helios Generación.
We have, from time to time, purchased hedges from third parties to reduce the effect of volatility in energy prices in Mexico. See “Item 5. Operating and Financial Review and Prospects—Trend Information—Summary of Material Contractual Obligations and Commercial Commitments—Cash Requirements.” Additionally, a Cemex subsidiary participated as a buyer in the third long-term power auction organized in 2017 by the National Center for Energy Control (Centro Nacional de Control de Energía) (“CENACE”) (the independent system operator) and has been allocated a 20-year contract, that started in November 2020. The contract is for 16,129 clean energy certificates per year for compliance with legal requirements and 14.9 GWh/a of electric power.
Description of Properties, Plants and Equipment. As of December 31, 2025, we had 15 wholly-owned cement plants (14 of them active) with a cement installed capacity of 28.2 million tons per year and proportional interests through associates in three other cement plants located throughout Mexico. We have exclusive access to limestone quarries and clay reserves near each of our plant sites in Mexico. As of December 31, 2025, all of our producing plants in Mexico utilized the dry process.
As of December 31, 2025, we had a network of 108 land distribution centers in Mexico, which are supplied through a fleet of our own trucks and rail cars, as well as leased trucks and rail facilities, and operated eight marine terminals. In addition, we had 252 ready-mix concrete plants (33 were temporarily inactive) throughout 68 cities in Mexico, approximately 2,350 ready-mix concrete delivery trucks and 16 aggregate quarries (four were temporarily inactive).
Capital Expenditures. We made capital expenditures of $264 million in 2023, $315 million in 2024 and $236 million in 2025.
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Our Operations in the United States
Overview. For the year ended December 31, 2025, our operations in the United States represented 31% of our consolidated external revenues in Dollar terms. As of December 31, 2025, our operations in the United States represented 16% of our total installed cement capacity and 45% of our total assets, in Dollar terms. As of December 31, 2025, Cemex, Inc. was the main holding company of our operating subsidiaries in the United States.
Industry. Demand for cement is derived from the demand for ready-mix concrete and concrete products which, in turn, is dependent on the demand for construction. The construction industry is composed of three major sectors: the residential, nonresidential and public sectors. The public sector is the most cement-intensive sector, particularly for infrastructure projects such as streets, highways and bridges. Just as construction is highly pro-cyclical, so is each subsector.
The construction industry consistently grew over the decade preceding the COVID-19 pandemic as it recovered from the collapse suffered during and in the immediate aftermath of the Great Recession. From 2010 through 2019, real annual gross domestic product (“GDP”) growth averaged 2.4% as the value of total construction put-in-place increased 6.2% annually, on average, in nominal terms. Similar to the recovery from the Great Recession, the three segments that drive cement demand-residential, nonresidential buildings, and public construction-have each recovered from the 2020 pandemic-induced recession at different paces. Housing led the economic recovery as total starts surged to 1.6 million in 2021, a 16.0% increase over 2020 and the highest level since 2006. Single-family starts declined 6.9% in 2025, ending the year at 943,000, 38.5% higher than the 2010 to 2019 average. In contrast, the real value of nonresidential buildings starts increased 1.6% in 2025, which was driven by a 35.4% surge in office and data center construction that offset a 5.1% decrease in other nonresidential starts. Additionally, private fixed investment in nonresidential structures subtracted less than 1% from GDP growth in 2025 after adding to growth the prior three years. The real value of nonbuilding (i.e., infrastructure) starts increased for the fourth consecutive year in 2025, climbing 14.4%, or approximately five times the 2024 segment growth (2.9%).
Cement demand had been increasing annually since 2014, prior to declining 0.7%, 5.2% and 1.8% in 2023, 2024 and 2025, respectively. See “Item 3. Key Information—Risk Factors—Risks Relating to Our Business 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.” High mortgage rates resulting from Federal Reserve interest rate increases and quantitative tightening could result in lower than expected single family housing demand. See “Item 3. Key Information—Risk Factors—Risks Relating to Our Business and Operations.”
Competition. As of December 31, 2025, the cement industry in the United States was highly competitive, including national and regional cement producers in the United States. As of December 31, 2025, our principal competitors in the United States were Holcim, CRH plc, Buzzi-Unicem SpA, Quikrete Holdings Inc., and Heidelberg Materials AG (“Heidelberg”).
As of December 31, 2025, the independent U.S. ready-mix concrete industry was highly fragmented. According to the National Ready Mixed Concrete Association (“NRMCA”), it is estimated that as of December 31, 2025, there were about 6,800 ready-mix concrete plants that produce ready-mix concrete in the United States and about 70,000 ready-mix concrete mixer trucks that delivered the concrete to the point of placement. The NRMCA estimates that, as of December 31, 2025, the value of ready-mix concrete produced by the industry was approximately $45 billion per year. Given that the concrete industry has historically consumed approximately 75% of all cement produced annually in the United States, many cement companies choose to develop concrete plant capabilities.
Aggregates are widely used throughout the United States for all types of construction because they are the most basic materials for building activity. The United States Geological Survey (“USGS”) estimates over 2.6 billion tons of aggregates were produced in 2025, a decrease of about 0.8% over 2024. As of December 31, 2025, crushed stone
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accounted for 62% of aggregates consumed, sand and gravel for 38%. These products are produced in all 50 states and had a value of $39 billion as of December 31, 2025. The United States aggregates industry is highly fragmented and geographically dispersed. The top 10 producing states for crushed stone represented more than 55% of all production and 54% for sand and gravel as of year-end 2025. According to the USGS, during 2025, an estimated 3,400 companies operated 6,500 sand and gravel sites and 1,400 companies operated 3,500 crushed stone quarries.
Urbanization Solutions. In the United States, for the year ended December 31, 2025, in terms of revenues, related services and concrete block were the main contributors. These businesses are located mainly in the state of Florida.
Our Operating Network in the United States
The maps below reflect the location of our operating assets, including our cement plants and cement terminals giving service to our operations in the United States as of December 31, 2025.
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Products and Distribution Channels
Cement. For the year ended December 31, 2025, our cement operations represented 24% of our external revenues from our operations in the United States, in Dollar terms. In the United States, we deliver cement by truck and rail, and cement is occasionally picked up directly by customers at our plants. Otherwise, shipments go to distribution terminals where customers pick up the product by truck or we deliver the product by truck. The majority of our cement sales in the United States are made directly to users of gray portland and masonry cements, generally within a radius of approximately 200 miles of each plant.
Ready-Mix Concrete. For the year ended December 31, 2025, our ready-mix concrete operations represented 55% of our external revenues from our operations in the United States, in Dollar terms. Our ready-mix concrete operations in the United States purchase most of their cement aggregates requirements from our cement operations in the United States. Our ready-mix concrete products are mainly sold to residential, commercial and public contractors and to building companies.
Aggregates. For the year ended December 31, 2025, our aggregates operations represented 15% of our external revenues from our operations in the United States, in Dollar terms. Our aggregates are consumed mainly by our internal operations and by our trade customers in the ready-mix, concrete products and asphalt industries.
Urbanization Solutions and Others: For the year ended December 31, 2025, our Urbanization Solutions and other businesses operations represented 6% of our external revenues from our operations in the United States in Dollar terms.
Production Costs. The largest cost components of our plants are usually electricity and fuel. Fuel accounted for 17% of our total production costs of our cement operations in the United States in 2025. As of December 31, 2025, we had been implementing initiatives and projects to reduce our fuels costs, such as increasing flexibility to consume different fuels, such as coal, pet coke, natural gas and alternative fuels and leveraging the improvement of the thermal efficiency of our kilns. By retrofitting our cement plants to handle alternative energy fuels, we believe we have gained more flexibility in supplying our energy needs and have become less vulnerable to potential price spikes in energy. Power costs in 2025 represented 11% of the cash manufacturing cost of our cement operations in the United States, which represents production cost before depreciation. We aim to improve the efficiency of our electricity usage of our cement operations in the United States, concentrating our manufacturing activities in off-peak hours and negotiating lower rates with electricity suppliers.
Description of Properties, Plants and Equipment. As of December 31, 2025, we operated a geographically diverse base of eight cement manufacturing plants in the United States located in Alabama, California, Colorado, Florida, Georgia, Tennessee, and Texas, and had a total installed cement capacity of 12.1 million tons per year. As of December 31, 2025, we operated a distribution network of 34 cement terminals and 11 deep-water import terminals. All of our eight cement production facilities in 2025 were wholly owned by Cemex entities. As of December 31, 2025, Cemex entities had 279 ready-mix concrete plants (35 were temporarily inactive) located in Alabama, Arizona, California, Florida, Georgia, Idaho, Nevada, Tennessee, Texas, and Virginia and operated a total of 52 aggregate quarries (six were temporarily inactive) in Alabama, Arizona, California, Florida, Georgia, South Carolina, and Texas, one of these quarries was located in Canada. As of December 31, 2025, we had 20 concrete block facilities.
In the United States, we have continued to take a number of actions to streamline our operations and improve productivity, including temporary capacity adjustments and rationalizations in some of our cement network, and shutdowns of ready-mix concrete and block plants. As of December 31, 2025, we were utilizing approximately 87% of our ready-mix concrete plants, 95% of our block manufacturing plants and 88% of our operating aggregate quarries in the United States.
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Capital Expenditures. We made capital expenditures of $521 million in 2023, $486 million in 2024 and $531 million in 2025 in our operations in the United States.
Europe
Overview. Europe includes the United Kingdom, France, Germany, Poland, Spain, the Czech Republic and Croatia. For the year ended December 31, 2025, our business in Europe represented 24% of our consolidated external revenues in Dollar terms. As of December 31, 2025, our operations in Europe represented 27% of our total installed cement capacity and 16% of our total assets, in Dollar terms.
As of December 31, 2025, we were a leading provider of building materials in the United Kingdom with vertically integrated cement, ready-mix concrete, aggregates and asphalt operations, and we were also an important provider of concrete and precast materials solutions such as concrete block, concrete block paving, flooring systems and sleepers for rail infrastructure.
As of December 31, 2025, we were a leading ready-mix concrete producer and a leading aggregates producer in France, where we distribute most of our materials by road and a significant quantity by waterways, seeking to maximize the use of this efficient and sustainable alternative.
As of December 31, 2025, we were a leading provider of building materials in Germany, with vertically integrated cement, ready-mix concrete and aggregates businesses.
As of December 31, 2025, we were a leading provider of building materials in Poland, serving the cement, ready-mix concrete and aggregates markets. As of December 31, 2025, we operated two cement plants (both active) and one grinding mill with an installed cement capacity of 3.5 million tons per year. As of December 31, 2025, we also operated 39 ready-mix concrete plants (three were temporarily inactive), six aggregate quarries (all of them active), two distribution centers and two marine terminals in Poland.
As of December 31, 2025, we were a leading provider of building materials in Spain, serving the cement, ready-mix concrete and aggregates markets. As of December 31, 2025, our operations in Spain included six cement plants (two were temporarily inactive) with an annual installed cement capacity of 7.7 million tons. As of December 31, 2025, we also had 27 distribution centers, including 17 land and 10 marine terminals, 45 ready-mix concrete plants (12 were temporarily inactive), 21 aggregate quarries (eight were temporarily inactive), eight mortar plants (three of them inactive), and one admixture plant.
As of December 31, 2025, we were a leading producer of ready-mix concrete and aggregates in the Czech Republic. We also distribute cement in the Czech Republic. As of December 31, 2025, we operated one cement plant and one grinding mill with annual cement installed capacity of 1.7 million tons, one cement terminal and one admixtures plant in the Czech Republic. As of December 31, 2025, we also operated 66 ready-mix concrete plants (all active), which include three mobile equipment producing concrete, and 11 aggregate quarries in the Czech Republic.
According to our estimates, we were the largest cement producer in Croatia based on installed capacity as of December 31, 2025. As of December 31, 2025, we had two cement plants (both active) with an annual cement installed capacity of 2.2 million tons. As of December 31, 2025, we also operated eleven land distribution centers and two marine cement terminals in Croatia and Montenegro, seven ready-mix concrete facilities in Croatia (all active), and one recycling yard in Croatia.
Industry. According to the Construction Products Association (“CPA”), total construction output increased by 1.8% in the United Kingdom in 2025, which follows an increase of 0.2% in 2024. The CPA also reported that new construction orders increased by 1.8% year-over-year in 2025. This was driven by a 0.2% increase in new housing orders and a
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19.5% increase in industrial projects. Meanwhile, infrastructure increased by 1.9% and commercial declined by 8.6% in 2025. As of December 31, 2025, the official data corresponding to 2025 has not been released by the Mineral Products Association (“MPA”), but as of the date of this annual report we estimate that domestic cement demand decreased at mid single-digit rates in 2025 compared to 2024. Ready-mix concrete consumption in the full year 2025 decreased by 9.9% according to the MPA.
In France, according to the National Institute of Statistics and Economic Studies, housing starts in the residential sector increased by 5.2% in 2025 compared to 2024. Non-residential starts (m2) increased by 5.4% in 2025 compared to 2024 and demand from the public works sector increased by 0.9% over the same period. According to the National Union of Quarrying and Building Materials Industries (French Association), ready-mix concrete consumption decreased by 3.8% in 2025.
In Germany, preliminary estimates suggest that domestic sales volume increased by 5.7% in 2025 compared to 2024. This was accompanied by a 1.2% decrease in producer prices for cement during this same period according to DESTATIS, the German Federal Statistical Office.
Preliminary estimates suggest that total cement consumption in Poland decreased approximately 2% in 2025 from 2024.
According to the Spanish Ministry of Industry, total cement consumption in Spain increased by 16% in 2025 compared to 2024. As of December 31, 2025, cement exports from Spain amounted to 3.2 million tons. In recent years, Spanish cement and clinker export volumes have fluctuated, reflecting the rapid changes in demand in the Mediterranean basin as well as the strength of the Euro and changes in the domestic market.
According to the Czech Statistical Office, total construction output in the Czech Republic increased by 5.3% year-over-year in 2025 as buildings construction increased by 2.3% while civil engineering was up by 10.9% year-over-year.
According to our estimates, total cement consumption in Croatia, Bosnia and Herzegovina and Montenegro increased by 1.7% in 2025 compared to 2024.
Competition. As of December 31, 2025, our principal competitors in Europe were Holcim, Heidelberg, CRH and Dyckerhoff.
As of December 31, 2025, our primary competitors in the United Kingdom were Tarmac (owned by CRH), Hanson (a subsidiary of Heidelberg), Aggregate Industries (a subsidiary of Holcim) and Breedon, which acquired Hope Construction Materials (owned by Mittal Investments). In addition, during 2025, an estimated 2.7 million tons of cement were imported to the United Kingdom by various players including CRH, Holcim, Heidelberg and other independents, with products that compete with ours increasingly arriving from over-capacity markets including Ireland, Spain and Greece.
As of December 31, 2025, our main competitors in the ready-mix concrete market in France included Holcim, Heidelberg, CRH, Vicat and Colas (Bouygues), and our main competitors in the aggregates market in France included Holcim, Heidelberg, CRH, Vicat and Colas (Bouygues). In France, we rely on sourcing cement from third parties, while many of our major competitors in ready-mix concrete are subsidiaries of French cement producers.
As of December 31, 2025, our primary competitors in the cement market in Germany were Heidelberg, Dyckerhoff (a subsidiary of Buzzi-Unicem), Holcim, CRH, and Schwenk, a local German competitor. These competitors, along with Cemex in Germany, represented a market share of above 95% in 2025, as estimated by us. The ready-mix concrete and aggregates markets in Germany are fragmented and regionally heterogeneous, with many local competitors. The consolidation process in the ready-mix concrete and aggregates markets is moderate.
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As of December 31, 2025, our primary competitors in the cement, ready-mix concrete and aggregates markets in Poland were Heidelberg, Holcim, CRH, Dyckerhoff, and Miebach.
According to our estimates, as of December 31, 2025, we were one of the top four producers of clinker and cement in Spain. Competition in the ready-mix concrete industry is intense in large urban areas. The overall high degree of competition in the Spanish ready-mix concrete industry is reflected in the multitude of offerings from a large number of concrete suppliers. We have focused on developing value-added products and attempting to differentiate ourselves in the marketplace. The distribution of ready-mix concrete remains a key component of our business strategy in Spain.
As of December 31, 2025, our main competitors in the cement, ready-mix concrete and aggregates markets in the Czech Republic were Heidelberg, Buzzi-Unicem, Holcim, Strabag and Skanska.
As of December 31, 2025, our primary competitors in the cement market in Croatia were Nexe and Holcim.
Urbanization Solutions. In Europe, for the year ended December 31, 2025, in terms of revenues, asphalt and mortars were the main contributors. These businesses are located mainly in the United Kingdom, Spain and Germany.
Our Operating Network in Europe
The maps below reflect the location of our operating assets, including our cement plants and cement terminals giving service to our operations in Europe as of December 31, 2025.
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Products and Distribution Channels
Cement. For the year ended December 31, 2025, our cement operations represented 34% of our external revenues from our operations in Europe, in Dollar terms. In Europe, we deliver cement that is consumed mainly by both own and external ready-mix concrete plants, distributors segments, infrastructure and precast segments.
Ready-Mix Concrete. For the year ended December 31, 2025, our ready-mix concrete operations represented 42% of our external revenues from our operations in Europe, in Dollar terms. Our ready-mix concrete operations in Europe purchase most of their cement aggregates requirements from our cement operations in Europe. Our ready-mix concrete products are mainly sold to public, commercial and residential customers, including contractors, developers and other construction-related customers.
Aggregates. For the year ended December 31, 2025, our aggregates operations represented 19% of our external revenues from our operations in Europe, in Dollar terms. Our aggregates are consumed mainly by our own ready-mix concrete and other downstream operations and sold to public, commercial and residential customers, including contractors and infrastructure-related customers.
Urbanization Solutions and Others: For the year ended December 31, 2025, our Urbanization Solutions and other businesses operations represented 5% of our external revenues from our operations in Europe in Dollar terms.
Production Costs. The largest cost components of our plants are usually raw materials and electric power. These accounted for 43% of our total production costs, including fixed costs, of our cement operations in Europe in 2025.
Description of Properties, Plants and Equipment. As of December 31, 2025, we operated a geographically diverse base of 14 cement manufacturing plants in Europe, two (one inactive) of them located in the United Kingdom, one in Germany, two in Poland, six (two inactive) in Spain, one in Czech Republic and two in Croatia, and had a total installed cement capacity of 21.8 million tons per year. As of December 31, 2025, we operated a distribution network of 67 cement terminals and 29 deep-water import terminals. All our cement production facilities in 2025 were wholly owned by Cemex entities. As of December 31, 2025, Cemex entities had 498 ready-mix concrete plants (46 were temporarily inactive) located in the United Kingdom, France, Germany, Poland, Spain, Czech Republic and Croatia and operated a total of 119 aggregate quarries (17 were temporarily inactive) in the United Kingdom, France, Germany, Poland, Spain and Czech Republic. As of December 31, 2025, we had two concrete block facilities in Europe.
Capital Expenditures. We made capital expenditures of $339 million in 2023, $288 million in 2024 and $269 million in 2025 in our operations in Europe.
MEA
Overview. MEA includes Israel, Egypt and the UAE. For the year ended December 31, 2025, our business in MEA represented 8% of our consolidated external revenues in Dollar terms. As of December 31, 2025, our operations in MEA represented 9% of our total installed cement capacity and 5% of our total assets, in Dollar terms.
In Israel, as of December 31, 2025, we were a leading producer and supplier of raw materials for the construction industry. In addition to ready-mix concrete and aggregates, we produced a diverse range of building materials and infrastructure products. As of December 31, 2025, we operated 52 ready-mix concrete plants (52 of them active), seven aggregate quarries (all of them active), three concrete products plants, one admixtures plant and one construction, demolition and excavation waste recycling plant.
In Egypt, as of December 31, 2025, we operated one cement plant with an annual installed cement capacity of 5.4 million tons. This plant is located approximately 280 miles south of Cairo and serves the upper Nile region of
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Egypt, as well as Cairo and the Delta region, Egypt’s main cement market. In addition, as of December 31, 2025, we had two ready-mix concrete plants, three land distribution centers and one admixtures plant.
As of December 31, 2025, Cemex España held a 49% equity interest (and a 100% economic interest) in all of our main UAE companies: Cemex Topmix LLC and Cemex Supermix LLC, which are ready-mix concrete manufacturing companies, and Cemex Falcon LLC, which specializes in the production of cement and slag. We are not permitted to have a controlling interest in these companies because the UAE Commercial Companies Law requires 51% ownership by UAE nationals. However, through agreements with other shareholders in these companies, we have rights over the remaining 51% of the economic benefits in each of the companies. As a result, we own a 100% economic interest in all three companies. As of December 31, 2025, we owned 12 ready-mix concrete plants (all were active), three pugmill plants, one admixture plant, and one cement and slag grinding facility in the UAE with an annual installed cement capacity of 1.2 million tons, serving the markets of Dubai and Abu Dhabi as well as neighboring countries such as Oman.
Industry. According to GlobalData, the construction industry in Israel is estimated to have grown by 12.9% in real terms in 2025 compared to 2024, owing to a low base effect, coupled with improved permitting, large-scale reconstruction in conflict-affected areas, and rising investment in energy and infrastructure sectors.
According to the Ministry of Trade and Industry official figures and Cemex’s estimates, based on government data (local and imported cement), the Egyptian market cement consumption increased by 13% in 2025 compared to 2024, which was mainly attributed to high market growth. As of December 31, 2025, the cement industry in Egypt had a total of 19 cement producers, with an aggregate annual installed cement production capacity of approximately 91 million tons.
According to GlobalData, the UAE’s construction industry is estimated to have grown by 4.2% in real terms during 2025, aided by national development plans and investments in major projects.
Competition. As of December 31, 2025, our principal competitors in MEA were Holcim, Lafarge, ACC and Heidelberg.
In particular regarding Egypt, according to the Ministry of Investment official figures, during 2025, Holcim, Lafarge Egypt, ACC and Heidelberg (Suez Cement, Torah Cement, and Helwan Portland Cement) represented approximately 26% of the total cement production in Egypt. Other significant competitors in Egypt are Arabian (La Union), Titan (Alexandria Portland Cement and BeniSuef Cement), Amreyah (InterCement), Sinai (Vicat), South Valley, Nile Valley, El Seweedy, Arish Cement, National Company for Cement (Beni Suef plant), Aswan Medcom, Misr BeniSuef, Al Nahda and Misr Quena Cement Companies, Building Materials Industries Co., and ASEC Cement.
Urbanization Solutions. In MEA, for the year ended December 31, 2025, in terms of revenues, admixtures and building products were the main contributors. These businesses are located in Israel, Egypt and the UAE.
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Our Operating Network in MEA
The maps below reflect the location of our operating assets, including our cement plants and cement terminals giving service to our operations in MEA as of December 31, 2025.
Products and Distribution Channels
Cement. For the year ended December 31, 2025, our cement operations represented 20% of our external revenues from our operations in MEA, in Dollar terms. In MEA, we deliver cement that is mainly consumed by distributors, small contractors, retailers, and wholesalers.
Ready-Mix Concrete. For the year ended December 31, 2025, our ready-mix concrete operations represented 69% of our external revenues from our operations in MEA, in Dollar terms. Our ready-mix concrete operations in MEA purchase most of their cement aggregates requirements from our cement operations in MEA. Our ready-mix concrete products are mainly sold to commercial and residential customers.
Aggregates. For the year ended December 31, 2025, our aggregates operations represented 6% of our external revenues from our operations in MEA, in Dollar terms. Our aggregates are consumed mainly by our own ready-mix
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concrete and other downstream operations and sold to public, commercial and residential customers, including contractors and infrastructure-related customers.
Urbanization Solutions and Others. For the year ended December 31, 2025, our Urbanization Solutions and other businesses operations represented 5% of our external revenues from our operations in MEA in Dollar terms.
Production Costs. The largest cost components of our plants are usually fuels and raw materials. These accounted for 58% of our total production costs of our cement operations in MEA in 2025.
Description of Properties, Plants and Equipment. As of December 31, 2025, we operated a geographically diverse base of 2 cement manufacturing plants in MEA located in Egypt and the UAE, and had a total installed cement capacity of 6.6 million tons per year. As of December 31, 2025, we operated a distribution network of 3 cement terminals and no deep-water import terminals. All of our cement production facilities in 2025 were wholly owned by Cemex entities. As of December 31, 2025, Cemex entities had 66 ready-mix concrete plants (all active), of which 52 were located in Israel, two in Egypt and 12 in the UAE, and operated a total of 7 aggregate quarries (all active) in Israel. As of December 31, 2025, we had 3 concrete block facilities in MEA.
Capital Expenditures. We made capital expenditures of $142 million in 2023, $80 million in 2024 and $65 million in 2025 in our operations in MEA.
SCA&C
Overview. As already outlined elsewhere in this annual report, our SCA&C region includes our operations in Colombia, Puerto Rico, Nicaragua, Jamaica and the Caribbean. For the year ended December 31, 2025, our business in the SCA&C region, represented 7% of our consolidated external revenues in Dollar terms. As of December 31, 2025, our operations in the SCA&C region represented 13% of our total installed capacity and 6% of our total assets, in Dollar terms.
In Colombia, as of December 31, 2025, Cemex Colombia, our main operating company, had a significant market share in the cement and ready-mix concrete market in the “Urban Triangle” of Colombia comprising the cities of Bogotá, Medellin and Cali. During 2025, these three metropolitan areas accounted for approximately 38% of Colombia’s cement consumption. The Cemex Ibagué plant, which is Cemex Colombia’s largest cement plant, and the Santa Rosa grinding facility are strategically located in the Urban Triangle. In 2025, construction of the Maceo Plant production areas was completed, enabling operational startup under an agreement with the Sociedad de Activos Especiales (the “SAE”). Initial cement dispatches began, the kiln was successfully ignited, and the first clinker was produced. By December 31, 2025, the plant had stabilized operations, supplied regional markets, completed commissioning of main equipment, and entered the final transition phase from project to full operation.
In the Caribbean, as of December 31, 2025, we were one of the leading producers and marketers of cement and ready-mix concrete products in the Caribbean’s construction sector, with operations strategically located in Jamaica, Trinidad and Tobago, Guyana and Barbados. As of December 31, 2025, our main focus in the Caribbean was to capitalize on our recent investment made in Jamaica, and stronger volumes in Guyana, attempting to offset market challenges in Trinidad and Tobago and Barbados. As of December 31, 2025, our plant in Barbados had stopped producing clinker and grinding cement. As of December 31, 2025, our main operating company in Trinidad and Tobago was Trinidad Cement Limited, which is publicly listed in the Trinidad and Tobago Stock Exchange; in Jamaica, our main operating company was Caribbean Cement Company Limited, which was also publicly listed in the Jamaica Stock Exchange; and in Puerto Rico, our main operating company was Cemex de Puerto Rico, Inc., which is indirectly 100% owned by us.
In Nicaragua, as of December 31, 2025, we mainly operated through Cemex Nicaragua, S.A., a company 100% indirectly owned by Cemex Latam Holdings, S.A.
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Industry. As of December 31, 2025, the installed capacity for cement in Colombia was 22.7 million tons in 2025. According to the Colombian National Statistical Administrative Department (Departamento Administrativo Nacional de Estadística), total cement consumption in Colombia reached 12.9 million tons during 2025, an increase of 5.4% from 2024, while cement exports from Colombia during 2025 reached 1.1 million tons (according to the global trade and market research platform, SICEX). We estimate that as of December 31, 2025, close to 67% of cement in Colombia was consumed by the housing and self-construction sector, while the infrastructure sector accounted for approximately 26% of total cement consumption and has been growing in recent years up to December 31, 2025. The other construction segments in Colombia, including the formal housing and commercial sectors, account for the balance of cement consumption in Colombia.
As of December 31, 2025, we estimate that 1.3 million tons of cement, 0.3 million cubic meters of ready-mix concrete and 2.0 million tons of aggregates were sold in Nicaragua during 2025, and that cement consumption in Nicaragua increased 15% in 2025, mainly due to growth in government infrastructure and remittances, which we estimate represented approximately 26% of the country’s GDP.
As of December 31, 2025, cement consumption in Puerto Rico reached 0.66 million tons according to the Puerto Rico Economic Development Bank.
Competition. As of December 31, 2025, each main country of our SCA&C region had different competition dynamics. In general, as of December 31, 2025, we believe our principal competitors in the SCA&C region were Cementos Argos and Holcim.
As of December 31, 2025, our two largest competitors in Colombia were Cementos Argos, which has established a leading position in the Colombian Caribbean coast, Antioquia and Southwest region markets, and Holcim in the central region of the country. We estimate that as of December 31, 2025, there were a total of 14 other local and regional players in Colombia, including Cemex. We also estimate that the ready-mix concrete industry in Colombia was fairly consolidated with the top three producers accounting for approximately 61% of the market as of December 31, 2025. As per our estimates, Cemex Colombia was the second-largest ready-mix concrete producer as of December 31, 2025, and the first and third largest producers were Cementos Argos and Holcim Colombia, respectively. The aggregates market in Colombia is highly fragmented and is dominated by the informal market. The aggregates market in Colombia was mostly comprised of small independent producers as of December 31, 2025.
As of December 31, 2025, we estimated that three market participants competed in the Nicaraguan cement industry: Cemex, Holcim and Cemento Continentales (cement importers).
We estimate that the cement industry in Puerto Rico in 2025 was mainly comprised of two cement companies: Cemex de Puerto Rico, Inc. and Cementos Argos.
Urbanization Solutions. In the SCA&C region, for the year ended December 31, 2025, in terms of revenues, each of the admixtures, mortars, circularity, lime and multiproducts businesses, respectively, among others, were the main contributors. These businesses are located mainly in different parts of Colombia, Trinidad and Tobago, Jamaica, Puerto Rico and Nicaragua.
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Our Operating Network in the SCA&C Region
The maps below reflect the location within the SCA&C region of our operating assets, including our cement plants and cement terminals giving service to our operations in the SCA&C region as of December 31, 2025.
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Products
Cement. For the year ended December 31, 2025, our cement operations represented 78% of our external revenues from our operations in the SCA&C region, in Dollar terms.
Ready-Mix Concrete. For the year ended December 31, 2025, our ready-mix concrete operations represented 18% of our external revenues from our operations in the SCA&C region, in Dollar terms. Our ready-mix concrete operations in the SCA&C region purchase most of their cement aggregates requirements from our cement operations in the SCA&C region.
Aggregates. For the year ended December 31, 2025, our aggregates operations represented 1% of our external revenues from our operations in the SCA&C region, in Dollar terms.
Urbanization Solutions and Others. For the year ended December 31, 2025, our Urbanization Solutions and other businesses operations represented 3% of our external revenues from our operations in the SCA&C region in Dollar terms.
Production Costs. The largest cost components of our plants are usually raw materials, electric power and fuels, which accounted for 67% of the total production costs of our cement operations in the SCA&C region in 2025.
Description of Properties, Plants and Equipment. As of December 31, 2025, we had a geographically diverse base of 11 cement manufacturing plants or cement grinding mills in the SCA&C region located in Colombia, Trinidad and Tobago, Jamaica, Nicaragua and Barbados, out of which one located in Clemencia, Colombia and one in St. Lucy, Barbados are not active, and had a total installed cement capacity of 9.5 million tons per year, excluding non-active plants. As of December 31, 2025, we had 23 distribution centers (2 inactive), mainly in Colombia, Trinidad and Tobago, Jamaica, Puerto Rico, Guyana and Peru, and eight marine terminals, mainly in Jamaica, Bahamas, Trinidad and Tobago, Puerto Rico, Barbados and Guyana. Three of our marine terminals are in the Bahamas, two of them with minority shareholders. As of December 31, 2025, Cemex entities had 40 ready-mix concrete plants (13 were temporarily inactive) mainly located in Colombia, Trinidad and Tobago, Barbados and Nicaragua and had a total of 17 aggregate quarries (13 were temporarily inactive) mainly in Colombia, Trinidad and Tobago, Nicaragua, Jamaica and Barbados. We also operated one mortar and adhesives plants in Colombia, one admixtures plant in Colombia, one admixtures plant in Panama and we leased one milling plant in Nicaragua. See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Our Business and Operations—Divestment of a Portion of our Operations in Colombia.”
Regarding the cement plant leased by Cemex Nicaragua, S.A. in Nicaragua, as of December 31, 2025, we had not finalized negotiations to extend the term of the lease agreement which was scheduled to expire on February of 2026. See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Our Business and Operations—Lease of Cement Plant in Nicaragua.”
As of December 31, 2025, we also held a non-controlling position in National Cement Ltd. in the Cayman Islands, Maxcem Bermuda Ltd. in Bermuda and Societe des Ciments Antillais, a company with cement operations in Guadalupe and Martinique. These non-controlling interest operations consists in two terminals, one in Bermuda and one in the Cayman Islands, and two grinding mills in Guadulupe and Martinique.
Capital Expenditures. We made capital expenditures of $148 million in 2023, $189 million in 2024 and $128 million in 2025 in our operations in the SCA&C region.
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Our Trading Operations
In 2025, we traded approximately 12 million tons of cementitious and non-cementitious materials in more than 65 countries, including approximately 8 million tons of cement and clinker and approximately 4 million tons of cementitious and other materials. In addition, we traded approximately 2 million tons of certain primary fuels. Nearly 2 million tons of the traded cement and clinker consisted of exports from our operations in Spain, Germany, Mexico, Trinidad and Tobago, Croatia, among others. Slightly less than 7 million tons remaining were purchased from third parties in countries such as Vietnam, Saudi Arabia, Turkey, Spain, Algeria, Costa Rica, and Egypt, among others. In 2025, we traded approximately 2.6 million tons of granulated blast furnace slag, and ground granulated blast furnace slag a non-clinker cementitious material, and more than 1 million tons of other products. We believe that our trading network enables us to maximize the capacity utilization of our facilities worldwide while reducing our exposure to the inherent cyclicality of the cement industry. We are generally able to distribute excess capacity to regions around the world where there is demand. In addition, we believe that our worldwide network of strategically located marine terminals allows us to coordinate maritime logistics on a global basis and minimize transportation expenses. Our trading operations also enable us to explore new markets without significant initial capital expenditure. Freight rates, which account for a large share of the total import supply cost, have been subject to significant volatility in recent years. However, our trading operations have obtained significant savings by contracting maritime transportation in due time and by using our own and chartered fleets, which transported approximately 60% of our coal, pet coke, cement, and clinker traded volume during 2025. In addition, we provide freight-related services to third parties, which allows us to generate additional revenues.
Our Cement and Grinding Plants
The following table provides a summary of our cement and grinding plants, including location, used capacity, including grinding mill production, and years of operation as of and for the year ended December 31, 2025:
Location Used Capacity Years of Operation(1)
Mexico
Atotonilco, Hidalgo 866,203 67
Barrientos, Estado de México 469,669 81
Ensenada, Baja California 377,382 50
Guadalajara, Jalisco 758,667 52
CPN, Sonora 152,082 45
Hidalgo, Nuevo León 67,983 120
Huichapan, Hidalgo 3,273,576 41
Mérida, Yucatán 543,262 72
Monterrey, Nuevo León 1,269,412 106
Tamuín, San Luis Potosí 1,288,173 61
Tepeaca, Puebla 2,756,424 31
Torreón, Coahuila 998,467 59
Valles, San Luis Potosí 264,096 60
Yaqui, Sonora 1,598,418 36
Zapotiltic, Jalisco 1,119,201 58
United States
Balcones, TX 1,602,625 45
Brooksville, FL (South) 1,114,963 38
Clinchfield, GA 470,964 51
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Location Used Capacity Years of Operation(1)
Demopolis, AL 690,500 48
Knoxville, TN 537,186 46
Miami, FL 862,261 67
Lyons, CO 342,134 45
Victorville, CA 2,625,788 60
United Kingdom
Rugby 1,057,769 26
Tilbury 371,136 17
Germany
Rudersdorf 1,479,560 59
Eisenhüttenstadt 158,233 73
Spain
Alcanar 577,846 57
Castillejo 532,196 114
Morata 382,581 93
San Vicente 944,050 50
Poland
Chelm 1,383,369 65
Rudniki 786,094 60
Gdynia 205,986 25
Czech Republic
Prachovice 848,000 71
Detmarovice 146,672 22
Croatia
Juraj 1,056,689 113
Kajo 371,158 121
Egypt
Assiut 3,644,909 39
United Arab Emirates
Falcon 463,228 18
Colombia
Cúcuta 161,366 42
Ibagué 2,182,395 33
Santa Rosa 398,579 43
Maceo 147,357 1
Trinidad and Tobago
Claxton Bay 713,693 72
Jamaica
Rockfort 863,744 73
Nicaragua
San Rafael del Sur(2) 389,368 83
Managua 277,092 10
Puerto Rico
Ponce 309,069 35
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(1) Approximate.
(2) Leased.
The table above does not show our cement plants in (i) Ferriby, United Kingdom, and (ii) Lloseta, Spain, which, as of December 31, 2025, are temporarily inactive and have no used capacity. Cement and grinding plants that, as of December 31, 2025, we expect to remain permanently inactive, are also excluded.
For the aggregate installed cement production capacity of our cement plants by region, see “Item 4. Information on the Company—Business Overview.”
We have insurance coverage for our cement plants, which we believe is sufficient and in line with industry practices. However, in some instances, our insurance coverage may not be sufficient to cover all of our potential unforeseen losses and liabilities. In addition, our insurance coverage may not cover all the risks to which our cement plants may be exposed. See “Item 3. Key Information—Risk Factors—Risks Relating to Our Business and 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.”
Regulatory Matters and Legal Proceedings
A description of regulatory matters and legal proceedings existing as of December 31, 2025, in which Cemex, S.A.B. de C.V. and/or its affiliates and consolidated entities (“Cemex,” “us,” “we,” or “our”) are involved and/or are affected by, is provided below. Most of the matters and proceedings described herein are, were or could have been material at some point in time, or could become material after December 31, 2025. Materiality is tested at a Cemex, S.A.B. de C.V. and its subsidiaries consolidated level. Not all regulatory matters and legal proceedings provided below are required to be publicly disclosed.
Antitrust Proceedings
Antitrust Investigations in the Construction Chemicals Sector
European Union. On October 17, 2023, the European Commission inspected our offices in France and requested certain information relating to our business in France in the construction chemicals sector, which includes chemical admixtures and additives for use in concrete, cement, mortars and related construction products. As part of the same investigation, on July 3, 2024, the Polish Association of Construction Chemicals Producers (the “Polish Chemicals Association”), of which Cemex Polska Sp z o.o. (“Cemex Polska”) is a member, received a request for information from the European Commission. As of December 31, 2025, Cemex Polska had not received any requests from the European Commission in the investigation. To the extent that we produce construction chemicals, we do so primarily for internal consumption and consequently have insignificant third-party sales. We are fully cooperating with the authorities conducting this investigation. The fact that this investigation is being conducted does not mean that the European Commission has concluded that we or any association of which we are part have violated the law. On March 28, 2025 and July 10, 2025, the European Commission sent additional requests for information. As of December 31, 2025, due to the current stages of this investigation, we are not able to assess the likely outcome of the investigation as it relates to us or whether it would have a material adverse impact on our results of operations, liquidity and financial condition.
United States. On October 17, 2023, our operations in the United States received a grand jury subpoena issued by the DOJ in connection with an investigation of possible antitrust law violations in the cement additives and concrete admixtures (including chemical and mineral admixtures) sector. To the extent that we produce these products, we do so primarily for internal consumption and consequently have fairly insignificant third-party sales. On October 15, 2025,
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we were informed by the DOJ that the investigation was closed. As of December 31, 2025, this matter was concluded and should not have a material adverse impact on our results of operations, liquidity and financial condition.
Consolidated class action lawsuits against the admixtures and additives producers were also filed in September 2024 by direct and indirect purchasers. On June 25, 2025, these lawsuits were dismissed and Cemex had never been named as defendant in either of these class actions.
Polish Antitrust Investigation (1998 through 2006)
On January 2, 2007, Cemex Polska received a notification from the Polish Competition and Consumer Protection Office (the “Protection Office”) informing it of the formal initiation of an antitrust proceeding against all cement producers in Poland, including Cemex Polska and another of our indirect subsidiaries in Poland. The notification alleged that there was an agreement between all cement producers in Poland regarding prices and other sales conditions for cement, an agreed division of the market with respect to the sale and production of cement, and the exchange of confidential information, all of which limited competition in the Polish market with respect to the production and sale of cement. On December 9, 2009, the Protection Office delivered to Cemex Polska its decision against Polish cement producers related to an investigation which covered a period from 1998 to 2006. The decision-imposed fines on a number of Polish cement producers, including Cemex Polska. The fine imposed on Cemex Polska was 115.56 million Polish Zloty ($32.18 million as of December 31, 2025, based on an exchange rate of 3.59 Polish Zloty to $1.00), which was 10% of Cemex Polska’s total revenue in 2008. On December 23, 2009, Cemex Polska filed an appeal before the Polish Court of Competition and Consumer Protection in Warsaw (the “First Instance Court”). After a series of hearings, on December 13, 2013, the First Instance Court issued its judgment and reduced the penalty imposed on Cemex Polska to 93.89 million Polish Zloty ($26.15 million as of December 31, 2025, based on an exchange rate of 3.59 Polish Zloty to $1.00), which was equal to 8.125% of Cemex Polska’s revenue in 2008. On May 8, 2014, Cemex Polska filed an appeal against the First Instance Court judgment before the Appeals Court of Warsaw. On March 27, 2018, after different hearings, the Appeals Court of Warsaw issued its final judgment reducing the fine imposed upon Cemex Polska to 69.4 million Polish Zloty ($19.33 million as of December 31, 2025, based on an exchange rate of 3.59 Polish Zloty to $1.00). This fine, which was equal to 6% of Cemex Polska’s revenue in 2008, was paid. On November 19, 2018, Cemex Polska filed before the Polish Supreme Court an extraordinary, narrow based cassation appeal against the Appeals Court of Warsaw’s judgment specifically seeking the reduction of the imposed fine. On July 29, 2020, the Polish Supreme Court rendered a judgment cancelling the Appeals Court of Warsaw’s decision and the fine paid by Cemex Polska equal to 69.4 million Polish Zloty ($19.33 million as of December 31, 2025, based on an exchange rate of 3.59 Polish Zloty to $1.00) was returned to Cemex Polska on January 7, 2021.
Following the judgment issued by the Polish Supreme Court, the proceeding was referred again to the Appeals Court of Warsaw. On May 21, 2021, the Appeals Court of Warsaw, due to procedural reasons, cancelled the judgment of the First Instance Court issued on December 13, 2013 and referred the case to re-examination by the District Court of Warsaw. On January 10, 2022, an appeal with the Polish Supreme Court was filed by Cemex Polska against the May 21, 2021 judgment of the Appeals Court of Warsaw. The Protection Office has also filed an appeal with the Polish Supreme Court against the May 21, 2021 judgment of the Appeals Court of Warsaw. On January 24, 2023, Cemex Polska filed a motion for the Polish Supreme Court to carry out independence and impartiality tests on all three judges designated to consider the appeal of the Protection Office. Court proceedings relating to this matter are expected to last between three and five years, depending on the priority given to it by the chamber adjudicating the case. On September 4, 2025, the Polish Supreme Court rejected the motion of Cemex Polska filed on January 24, 2023.
As of December 31, 2025, given that the case will be re-examined , at this stage we are not able to assess if Cemex Polska would receive an adverse resolution that could lead to any fines, penalties or remedies against our operations
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in Poland, but while we believe an adverse resolution is not probable, if adversely resolved, we do not expect that any fines, penalties or remedies would have a material adverse effect on our results of operations, liquidity and financial condition.
Polish Antitrust Explanatory Proceeding (2009 through 2025)
On February 12, 2025, the Protection Office initiated an antitrust explanatory proceeding of certain market participants of the Polish cement market, including Cemex Polska (the “Explanatory Proceeding”). The Explanatory Proceeding seeks to determine whether Cemex Polska, together with other cement manufacturers, entered into an agreement restricting competition on the Polish cement market through price fixing, limiting or controlling production or sales, and market sharing during the period between December 2009 and March 2025. The Explanatory Proceeding was publicly announced by the Protection Office on June 9, 2025 and does not constitute a finding or conclusion by the Protection Office that Cemex Polska has violated any applicable law.
As of December 31, 2025, the inspection phase of the Explanatory Proceeding had been completed by the Protection Office and the next phase of the Explanatory Proceeding is expected. Due to the current stage of the Explanatory Proceeding as of December 31, 2025, we are not able to assess its likely outcome as it relates to us or whether it would have a material adverse impact on our results of operations, liquidity and financial condition.
Antitrust Cases in Georgia and South Carolina
On July 24, 2017, two ready-mix concrete producers filed a lawsuit in a U.S. Federal Court in the state of Georgia against certain subsidiaries of Cemex in the United States and other companies alleging customer allocation and price fixing in both the ready-mix concrete and cement markets in the coastal Georgia and southeastern coastal South Carolina areas. The claims were ultimately dismissed. On October 17, 2022, in respect to a motion by the plaintiffs, an order administratively reopening the lawsuit was entered to allow for limited discovery to proceed through February 17, 2023. On October 21, 2024, an order allowing discovery to proceed without limitation was entered.
On September 3, 2025, a settlement was entered into dismissing all Cemex entities from the aforementioned lawsuit, with no payment required to be made by Cemex. As of December 31, 2025, this matter is concluded and should not have a material adverse impact on our results of operations, liquidity and financial condition.
Antitrust Investigation in Colombia
On September 5, 2013, Cemex Colombia was notified of Resolution No. 49141 dated August 21, 2013, issued by the Colombian Superintendency of Industry and Commerce (Superintendencia de Industria y Comercio) (“SIC”) pursuant to which the SIC opened an investigation and issued a statement of objections (pliego de cargos) against five cement companies and 14 directors of those companies, including Cemex Colombia, for alleged anti-competitive practices.
On December 11, 2017, the SIC’s Chief Superintendent decided to impose a sanction against Cemex Colombia for entering into an agreement to fix gray cement prices in Colombia. The fines imposed upon Cemex Colombia, which were paid on January 5, 2018, amounted to $73.77 billion Colombian Pesos ($19.52 million as of December 31, 2025, based on an exchange rate of 3,777.62 Colombian Pesos to $1.00).
On June 7, 2018, Cemex Colombia filed an annulment and reestablishment of right claim (acción de nulidad y restablecimiento de derecho) before the Administrative Court (Tribunal Contencioso Administrativo) requesting that the charges brought forth by the SIC be annulled and that the restitution is made to Cemex Colombia of the fine it had paid, with any applicable adjustments as provided by Colombian law. As of December 31, 2025, the claim has not
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been resolved. As of December 31, 2025, we are not able to assess the likelihood of an adverse result in this matter, but if such matter is resolved adversely to us, and considering that the fines were paid in 2018, such adverse resolution should not have a material adverse impact on our results of operations, liquidity, and financial condition.
Environmental Matters
The following is a general discussion of environmental regulations and related matters, including in our major markets.
In the ordinary course of business, we are subject to a broad range of environmental laws and regulations in each of the jurisdictions in which we operate. These laws and regulations impose increasingly stringent environmental protection standards regarding, among other things, air emissions, wastewater discharges, the use and handling of hazardous waste or materials, waste disposal practices, facility siting and the remediation of environmental damage or contamination. Such standards expose us to the risk of substantial environmental costs, enforcement actions and other liabilities, including cleanup liabilities associated with divested assets and past activities and, in some cases, the acts and omissions of the previous owners or operators of a property or facility that we own or operate. Furthermore, in some jurisdictions, certain environmental laws and regulations impose liability without regard to fault or the legality of the original activity at the time of the actions giving rise to liability. In line with our global initiatives on environmental management, we maintain environmental procedures and protocols designed to monitor and respond to environmental developments. Our environmental policies require that our subsidiaries respect and comply with local laws and meet our own internal standards to minimize the use of non-renewable resources and the generation of hazardous and other wastes. We use processes that are designed to reduce the impact of our operations on the environment throughout all the production stages in all our operations worldwide. In addition, during 2012 we started the implementation at our operating sites of an internal global Environmental Management System (the “Cemex EMS”) that provides a framework, based on the ISO 14000 certification, to facilitate the consistent and systematic implementation of practical, risk-based environmental management at our operating sites. The Cemex EMS is designed to be used to support sites and businesses across Cemex globally to document, maintain and continuously improve our environmental performance. As of December 31, 2025, substantially all of our operating sites in Mexico, the United States, Europe, MEA, and SCA&C have implemented the Cemex EMS or a similar environmental management system (i.e., ISO 14000 certifications or Eco-Management and Audit Schemes). As of December 31, 2025, most of our remaining environmental management system implementation efforts are directed towards our aggregates, ready-mix, and cement plants.
Environmental expenditures designed to extend useful life, increase the capacity, improve the safety or efficiency of assets, or are incurred to mitigate or prevent future environmental contamination, may be capitalized. Other environmental costs are expensed when incurred. For the years ended December 31, 2023, 2024 and 2025, our sustainability-related capital expenditures (including our environmental expenditures and investments in alternative fuels and cementitious materials) were $150 million, $215 million and $210 million, respectively, in each case excluding each of our now divested operations in the Dominican Republic, the Philippines, Guatemala and Panama that had been divested as of the end of the corresponding year. We also regularly incur capital expenditures that have an environmental component or that are impacted by environmental regulations. However, we do not keep separate accounts for such mixed capital and environmental expenditures.
International Climate Regime
The UNFCCC entered into force on March 21, 1994. The aim of the UNFCCC is preventing dangerous human interference with the climate system. The Kyoto Protocol to the UNFCCC set legally binding emission reduction targets for industrialized countries (including countries in the EU) during two separate “commitment periods,” both of which have expired.
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In order to be able to maintain the international climate protection process after 2020, a new climate agreement was required. This resulted in the adoption in 2015 of the Paris Agreement, which is a separate instrument under the UNFCCC that became effective in 2016. Parties to the Paris Agreement agree to limit global warming to well below 2°C and pursue efforts to limit it to 1.5°C. Under the Paris Agreement, each party must submit a “Nationally Determined Contribution” or “NDC,” which is, broadly speaking, a climate action plan to cut emissions and adapt to climate impacts. Parties to the Paris Agreement are free to choose how to implement their NDCs domestically, including what legislation to put in place. NDCs are required to be updated every five years. Some of the legislation we summarize below reflects legislation that has been or is being put in place at least in part in order to allow compliance with NDCs.
As of December 31, 2025, it was uncertain if the NDCs submitted throughout 2025 will lead to the implementation of any further regulations, and if any such implementation would have a material adverse impact on our results of operations, liquidity and financial condition.
Mexico
We were one of the first industrial groups in Mexico to sign an agreement with the Mexican Ministry of Environment and Natural Resources (Secretaría del Medio Ambiente y Recursos Naturales) (“SEMARNAT”) to carry out voluntary environmental audits in our 15 Mexican cement plants under a government-run program. In 2001, the Mexican Environmental Protection Agency (Procuraduría Federal de Protección al Ambiente) (“PROFEPA”), which is part of SEMARNAT, completed the audit of our cement plants and awarded each of them a Clean Industry Certificate (Certificado de Industria Limpia) (“CIC”) certifying that our cement plants are in full compliance with applicable environmental laws. The CICs are subject to renewal every two years. As of December 31, 2025, our operating cement plants in Mexico are in the process of renewing their CICs.
For over three decades, the technology for co-processing used alternative fuels into an energy source has been employed in our cement plants in Mexico. By the end of 2010, all our operating cement plants in Mexico were using alternative fuels. Overall, 20.6% of the total fuel used in our operating cement plants in Mexico during 2025 was comprised of alternative fuels. In January 2021, a modification to the General Waste Law was published in the Official Mexican Gazette (Diario Oficial de la Federación) to include co-processing as part of the industrial process, providing that authorizations granted by the SEMARNAT under federal licenses will remove the need for authorizations at the State level.
In 2023, 2024 and 2025 our operations in Mexico invested $24.54 million, $24.96 million and $34.65 million, respectively, in the acquisition of environmental protection equipment and the implementation of the integrated management system (ISO 9001, 14001 and 4500), for a total of $312.18 million since 1999 as of December 31, 2025. The audit to obtain the renewal of the ISO 14001:2015 certification took place during 2023, and all our operating cement plants in Mexico obtained the renewal of the ISO 14001:2015 certification for environmental management systems, which is valid until February 2027.
Emissions Control and Raw Materials Extraction
On June 6, 2012, the General Law on Climate Change (Ley General de Cambio Climático) (the “Climate Change Law”) was published in the Official Mexican Gazette. The Climate Change Law establishes a legal framework to regulate policies for climate change mitigation and adaptation. Important provisions of the Climate Change Law require the development of secondary legislation and depend on the publication of subsequent implementing regulations. For instance, the Climate Change Law provides, among other things, for (i) the elaboration of a registry of the emissions that are generated by fixed sources, (ii) companies to report their emissions, if required, and (iii) the application of fines to those companies that fail to report or that report false information. In this regard, on October 29,
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2014, the Regulations to the General Law on Climate Change Regarding the National Registry of Emissions (Reglamento de la Ley General de Cambio Climático en Materia del Registro Nacional de Emisiones) (the “Regulations”) became effective. As of December 31, 2025, Cemex has been granted the positive opinions GHG emission by a certified and approved third party for all its required plants and has reported them to the PROFEPA. The purpose of the Regulations is to govern the Climate Change Law regarding the National Registry of Emissions, identifying the sectors and subsectors, which include among others, the cement industry, that must file the corresponding reports before the National Registry of Emissions. We had previously reported our direct and indirect CO2 emissions to SEMARNAT under a voluntary scheme. The Climate Change Law also allows for the establishment of specific GHG reduction targets in accordance with the respective contribution of each economic sector to the national GHG emissions. A Special Tax on Production and Services (Impuesto Especial Sobre Producción y Servicios) on the sale and import of fossil fuels was included in the tax reform that became effective on January 1, 2014. As of December 31, 2025, pet coke, a primary fuel widely used in our kilns in Mexico is taxed at a rate of Ps 25.7183 per ton ($1.42 per ton as of December 31, 2025, based on an exchange rate of Ps 18.01 to $1.00).
On October 1, 2019, SEMARNAT published the basis for a trial emissions trading program (Programa de Prueba del Sistema de Comercio de Emisiones). The trial program set forth an initial 24-month pilot phase for the adoption of the program that started on January 1, 2020 and concluded on December 31, 2021, and was followed by a 12-month period to transition to the operative stage, which ended on December 31, 2022. The trial program did not have any economic consequences for the participants. During a conference on climate change, the Mexican government presented the contribution determinations, increasing the national GHG reduction goal from 22% to 35% in 2030, with respect to its baseline.
As of December 31, 2025, the operating rules of the Mexican Emissions Trading System (Sistema de Comercio de Emisiones) (“Mexican ETS”) are under review by SEMARNAT. As of December 31, 2025, unless changes are required upon such review, it is expected that the operating rules of the Mexican ETS will come into effect in the first half of 2026, and Phase I of the Mexican ETS would last from such effective date to December 31, 2030. As of December 31, 2025, the amount of free allocations to be assigned to each participating sector during Phase I of the Mexican ETS, including to the cement industry, is expected to be calculated taking into account the national target of reducing GHG emissions by 35% by 2030 against a 2013 baseline and the corresponding sector’s growth projection factor determined by the National Institute of Ecology and Climate Change (Instituto Nacional de Ecología y Cambio Climático). As of December 31, 2025, we do not expect Phase I of the Mexican ETS will have a material adverse impact on our results of operations, liquidity, and financial condition.
As of December 31, 2025, taxes on the extraction of raw materials and/or GHG emissions (the “Ecological Taxes”) are in effect or will come into effect in 18 states. Seven of those states’ Ecological Taxes have a direct impact on Cemex’s operations and, as of December 31, 2025, are in effect: Quintana Roo, Nuevo León, Querétaro, Yucatán, Estado de México, San Luis Potosí and Coahuila. In these states, the Ecological Taxes on the extraction of raw materials range from 0.11 Units of Measurement and Update (Unidad de Medida y Actualización) (“UMA”) per m3 of material to 1.5 UMAs per m3 of material; and Ecological Taxes on CO2e emissions range from Ps $58 per ton of CO2e ($3.22 per ton of CO2e as of December 31, 2025, based on an exchange rate of Ps 18.01 to $1.00) to 5.6 UMAs or Ps 634.00 per ton of CO2e ($35.20 per ton of CO2e as of December 31, 2025, based on an exchange rate of Ps 18.01 to $1.00). As of December 31, 2025, an UMA equals Ps 113.14 ($6.28 as of December 31, 2025, based on an exchange rate of Ps 18.01 to $1.00). As of December 31, 2025, Cemex has filed constitutional challenges against the Ecological Taxes in (i) Quintana Roo, which was resolved in Cemex’s favor, and thus, Cemex is not bound to pay the state’s Ecological Taxes; (ii) Coahuila, which was resolved in Cemex’s favor and thus, Cemex is not bound to pay the state’s Ecological Taxes; (iii) Yucatán, which was resolved against Cemex and where, as of December 31, 2025, we have paid the Ecological Taxes on CO2e without any material adverse effect on our operations, results of operations, liquidity, or financial condition; (iv) Querétaro, which is expected to be resolved in the next two years; (v) Estado de
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México, which is expected to be resolved in the next two years; and (vi) San Luis Potosí, which is expected to be resolved in the next two years. As of December 31, 2025, Cemex, in the remaining states where it would still be allowed to, expects to file constitutional challenges against the Ecological Taxes where constitutional challenges have not yet been filed. If Cemex is unable to obtain favorable resolutions relating to the constitutional challenges in the states where they are yet to be resolved and the states where constitutional challenges are expected to be filed, as of December 31, 2025, we expect that the aggregate impact of the Ecological Taxes throughout these states could have an adverse impact on our results of operations, liquidity, and financial condition, which could even be material depending on the volume of raw materials that are extracted and/or the levels of GHG emissions, if any; however, notwithstanding these adverse effects, this development is not expected to adversely affect our operations and commercial relationships with clients or suppliers or our ability to meet our financial obligations.
Energy Procurement
On August 12, 2014, a package of energy reform legislation became law in Mexico. The then newly enacted energy reform legislation, which included nine new laws, as well as amendments to existing laws, implemented the December 2013 constitutional energy reform and established a new legal framework for Mexico’s energy industry. One of the new laws that was enacted is the Electric Industry Law (Ley de la Industria Eléctrica) (the “Electric Industry Law”), which, among other matters, established a legal framework for electricity-related activities in Mexico and structurally changed the national electric industry, creating a wholesale energy market in which companies could acquire power and associated products directly from market participants, including privately owned generators and suppliers, as opposed to only acquiring energy from the Federal Electricity Commission (Comisión Federal de Electricidad) (“CFE”). On March 18, 2025, the Electric Industry Law was repealed and replaced on March 19, 2025 by the Electricity Sector Law (as defined below).
On September 8, 2015, the Electricity Market Rules (Bases del Mercado Eléctrico) (the “Rules”) were published in the Official Mexican Gazette and became effective on September 9, 2015. The Rules contain the design and operation principles of the different components of the wholesale electricity market (the “Electricity Market”) and, together with the Electricity Sector Law and several administrative provisions and guidelines issued by CRE, regulate the possibility for consumers to enter into supply agreements with CFE or with private suppliers participating in the Electricity Market. As of December 31, 2025, we are authorized participants in the Electricity Market. Additionally, Cemex participated as a buyer in the third long-term power auction organized in 2017 by CENACE, through the clearinghouse in charge of the agreements awarded through the auctions and was awarded a 20-year contract for 16,129 clean energy certificates per year for compliance starting in 2020 and 14.9 GWh/a of electric power.
During 2016, a new electrical standards code for the national grid’s operation was issued in Mexico (Código de Red) (the “Code”). The Code establishes new standards for electrical operation and safety that begun to be enforced in 2019 against consumers connected to the national grid, including Cemex and generators. On December 31, 2021, the CRE published a resolution in the Official Mexican Gazette through which it issued a revised version of the Code (the “2.0 Code”). The 2.0 Code came into force as of January 1, 2022, and among other things, provides (i) the technical requirements applicable to load centers that are connected, or intend to connect, to the public service for the generation, transmission and distribution of electric energy (the “National Electric System”) at medium or high tension, in order to guarantee the efficiency, quality, reliability, continuity, safety and sustainability of the system, (ii) the obligation for renewable power plants to participate in primary frequency control, (iii) a procedure to execute root cause assessments of disturbances in the National Electric System and (iv) a new procedure to reduce the generation of electric power upon the occurrence of extraordinary conditions in the National Electric System. As of December 31, 2025, compliance with the 2.0 Code has not required material investments across our operating assets in Mexico and we do not foresee that it will be required in the future.
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On October 23, 2023, a presidential decree was published in the Official Mexican Gazette establishing measures to combat the illicit fuel market related to the import of goods regulated by SENER. As a result of this presidential decree, an import permit from SENER is now required to import pet coke. Our import permit expired on December 17, 2025. As of December 31, 2025, we believe we should be able to renew this permit in the first quarter of 2026 without a material adverse impact on our operations, results of operations, liquidity and financial condition; however, our inability to obtain the renewal of the permit could have a material adverse impact on our operations, results of operations, liquidity and financial condition if our pet coke inventory is exhausted or we are unable to secure sufficient pet coke for our operations domestically before the renewal of the permit.
On October 31, 2024, a constitutional amendment on energy, internet, transportation and state-owned productive companies’ matters (the “Constitutional Energy Reform”) came into force. The Constitutional Energy Reform aims to ensure that, although private entities will be able to participate in activities in the electricity industry, state-owned companies will have priority, with the obligation to guarantee social responsibility, continuity and accessibility of the electricity service. The implementing laws and regulations of the Constitutional Energy Reform, including the Constitutional Energy Reform Secondary Laws (as defined below), came into effect on March 19, 2025. As of December 31, 2025, compliance with the Constitutional Energy Reform and the Constitutional Energy Reform Secondary Laws has not required material investments in our operations; however, we cannot assess with certainty if they will have a material adverse effect on our operations, results of operations, liquidity and financial condition.
In December 2024, Mexico amended its Constitution with the aim of administrative simplification, streamlining government structure, eliminating redundant administrative processes that increase operational costs, and simplifying procedures (the “Constitutional Simplification Reform”). The main changes introduced in this reform that, as of December 31, 2025, were in effect include the dissolution of seven autonomous regulatory bodies whose functions have been absorbed by the executive branch, including (i) CRE, through the SENER, (ii) the National Hydrocarbons Commission (Comisión Nacional de Hidrocarburos) (“CNH”), through the SENER, and (iii) the Federal Competition Commission (Comisión Federal de Competencia Económica), through the National Antimonopoly Commission (Comisión Nacional Antimonopolio) (“CNA”), which began operations on October 17, 2025 and is a new competition agency with legal personality and independent assets, as well as technical and operational autonomy in its decisions, organization, and functioning. As of December 31, 2025, certain secondary laws and regulations implementing the Constitutional Simplification Reform were not in effect, and we cannot assess with certainty if the Constitutional Simplification Reform and its secondary laws and regulations could have a material adverse impact on our operations, results of operations, liquidity and financial condition.
2025 Constitutional Energy Reform Secondary Laws
Following the Constitutional Energy Reform, on March 19, 2025, the following laws came into effect: (i) the Law of the National Energy Commission (Ley de la Comisión Nacional de Energía), which creates the National Energy Commission (Comisión Nacional de Energía) (“CNE”) granted with technical and operational autonomy replacing the CRE and CNH; (ii) the Planning and Energy Transition Law (Ley de Planeación y Transición Energética), which introduces binding energy planning instruments and financing mechanisms to promote clean energy and sustainable development; (iii) the Electricity Sector Law (Ley del Sector Eléctrico), which replaced the Electric Industry Law and regulates the planning and control of the National Electric System, as well as other activities of the electric sector; (iv) the Law of the State-Owned Company Federal Electricity Commission (Ley de la Empresa Pública del Estado, Comisión Federal de Electricidad), which establishes that subsidiary companies of CFE are to be dissolved and that CFE is now a single state-owned entity, sectorized to SENER, with technical, operational, and managerial independence, as well as its own legal personality and assets; (v) the Law of the State-Owned Company Petróleos Mexicanos (Ley de la Empresa Pública del Estado, Petróleos Mexicanos), which regulates the administration, functioning, operation, control, evaluation and accountability of PEMEX, as a state-owned company, as well as to
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establish its special regime; (vi) the Hydrocarbons Sector Law (Ley del Sector Hidrocarburos), which establishes a comprehensive regulatory framework for midstream and downstream activities and, among other matters, (a) transfers permitting authority for crude oil activities (treatment, refining, import, export, transportation, storage, and commercialization) to SENER, (b) provides that the CNE shall regulate natural gas processing, refined products formulation, and certain related activities, and (c) establishes the requirement to obtain permits for the import of natural gas and petrochemicals, along with enhanced obligations such as weekly reporting, stringent volumetric controls, and quality verification measures; (vii) the Biofuels Law (Ley de Biocombustibles), which repeals the 2008 Law on the Promotion and Development of Bioenergy (Ley de Promoción y Desarrollo de los Bioenergéticos) and, among other matters, (a) reorganizes bioenergy activities, (b) grants SENER the authority to issue permits for the production, import, export, storage, transportation, marketing, and public sale of biofuels, and (c) provides that Mexico’s National Energy Transition and Sustainable Energy Utilization Strategy (Estrategia Nacional de Transición Energética y Aprovechamiento Sustentable de la Energía) shall incorporate specific targets for biofuel production and usage; and (viii) the Geothermal Energy Law (Ley de Geotermia), which regulates the exploration and exploitation of geothermal resources for the sustainable use of underground thermal energy, with the aim of generating electricity or directing it to other uses ((i), (ii), (iii), (iv), (v), (vi), (vii) and (viii), collectively, the “Constitutional Energy Reform Secondary Laws”).
As of December 31, 2025, compliance with the Constitutional Energy Reform Secondary Laws has not required material investments in our operations. However, as of December 31, 2025, we are unable to assess with certainty if their further implementation will have a material adverse impact on our operations, results of operations, liquidity and financial condition.
United States
Our operating subsidiaries in the United States are subject to a wide range of U.S. federal, state and local laws, regulations and ordinances dealing with the protection of human health and the environment that are strictly enforced and can lead to significant penalties for noncompliance. These laws regulate, among other things, water discharges, noise, emissions of air pollutants (including dust), and the handling, use and disposal of hazardous and non-hazardous waste materials. U.S. laws and regulations also expose us to the risk of substantial environmental costs and liabilities for environmental contamination, including contamination associated with divested assets and past activities and, in some cases, the acts and omissions of the previous owners or operators of a property or facility. Those laws may result in liable parties sharing the costs of cleaning up releases to the environment of designated hazardous substances or they may result in a single liable party bearing all the costs of cleanup. We therefore may have to conduct environmental remediation associated with the disposal or release of hazardous substances at our various operating facilities, or at sites in the United States to which we sent hazardous waste for disposal. We believe that our procedures and practices as of December 31, 2025 for handling and managing materials are generally consistent with industry standards and legal requirements. We also believe that we take appropriate precautions designed to protect employees and others from harmful exposure to hazardous materials.
As of December 31, 2025, Cemex, Inc. and its subsidiaries had accrued liabilities specifically relating to environmental matters in the aggregate amount of $35.9 million. The environmental matters relate to (i) the disposal of various materials, in accordance with past industry practice, that might be categorized as hazardous substances or waste and (ii) the cleanup of hazardous substances or waste at sites used or operated by Cemex, Inc. and its subsidiaries including discontinued operations, either individually or jointly with other parties. Most of these matters are in the preliminary stages, and a final resolution might take several years. Cemex, Inc. and its subsidiaries accrue for liability when we determine it is probable that a liability has been incurred and the amount of the liability is reasonably estimable, whether or not claims have been asserted, and without giving effect to any possible future recoveries. The ultimate cost that might be incurred to resolve these environmental issues cannot be assured until all environmental studies, investigations, remediation work, and negotiations with, or litigation against, potential sources of recovery
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have been completed. Actual cost therefore may be greater than or less than the amounts accrued. Based on the information developed as of December 31, 2025, Cemex, Inc. does not believe it will be required to spend significant sums on these matters in excess of the amounts previously recorded.
In 2007, the EPA launched a CAA enforcement initiative against the U.S. cement industry. The primary goal of the initiative was to assess the industry’s historic compliance with the CAA’s New Source Review program and to reduce emissions from the industry through the installation of add-on controls. We actively engaged with the EPA on its investigations, which involved multiple of our facilities in the United States, and entered into four settlements involving a total of $6.1 million in civil penalties and a commitment to incur certain capital expenditures for pollution control equipment at our Victorville, California; Fairborn, Ohio (divested on February 10, 2017); Lyons, Colorado; Knoxville, Tennessee; Louisville, Kentucky (divested on March 6, 2020); Demopolis, Alabama; Odessa, Texas (divested on November 18, 2016); and New Braunfels, Texas plants. Based on our past experience with such matters and currently available information, as of December 31, 2025, we believe any further proceedings should not have a material adverse impact on our results of operations, liquidity, and financial condition.
In 2002, Cemex Construction Materials Florida, LLC (formerly Rinker Materials of Florida, Inc.) (“Cemex Florida”), a subsidiary of Cemex, Inc., was granted a federal quarry permit and was the beneficiary of another federal quarry permit for the Lake Belt area in South Florida. The permit held by Cemex Florida covered its SCL and FEC quarries. Cemex Florida’s Kendall Krome quarry is operated under the permit of which it was a beneficiary. The FEC quarry is the largest of Cemex Florida’s quarries measured by volume of aggregates mined and sold. Cemex Florida’s Miami cement mill is located at the SCL quarry and is supplied by that quarry, while the FEC and Kendall Krome quarries have supplied aggregates to Cemex and third-party users. Environmental groups challenged those permits in court, which resulted in their withdrawal. In response to that litigation, the Army Corps of Engineers (“Corps”) conducted a multi-year review that ended with the issuance of new federal quarry permits for the FEC and SCL quarries. Excavation of new aggregates was stopped at the FEC and SCL quarries from January 20, 2009, until new permits were issued. Furthermore, permits to extend the areas available to mine at the FEC and SCL quarries were received on May 7, 2020, and July 22, 2020, respectively. The Corps later concluded that the wetlands at the Kendall Krome quarry are not subject to the jurisdiction of the Clean Water Act. Therefore, Clean Water Act permits are not required to continue mining at the Kendall Krome site. If Cemex Florida is unable to maintain the new Lake Belt permits, to the extent available, Cemex Florida would need to source aggregates from other locations in Florida or import aggregates. This would likely affect operating income from our operations in Florida. As of December 31, 2025, any adverse impacts on our Florida operations arising from the cessation or significant restriction of quarrying operations in the Lake Belt area could also have a material adverse impact on our results of operations, liquidity, and financial condition.
Our operations in the United States are subject to a number of federal and state laws and regulations addressing climate change. On the federal side, EPA has promulgated a series of regulations pertaining to emissions of GHG from industrial sources. EPA issued the Mandatory Reporting of GHGs Rule, effective December 29, 2009, which requires certain covered sectors, including cement manufacturing, with GHG emissions above an established threshold to inventory and report their GHG emissions annually on a facility-by-facility basis. In addition, EPA has established GHG thresholds for the New Source Review Prevention of Significant Deterioration (“PSD”) and Title V Operating Permit programs (“Title V”). Cement production facilities are included within the categories of facilities required to obtain permits, provided that their GHG and other emissions exceed the applicable thresholds in the tailoring rule.
The PSD program requires new major sources of regulated pollutants and major modifications at existing major sources (in areas where the air quality meets any national ambient air standard) to secure pre-construction permits that establish, among other things, emissions limits on pollutants based on Best Available Control Technology (“BACT”).
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According to EPA’s rules, new cement plants that are major sources of non-GHG pollutants regulated under the CAA, and existing cement plants that are both major sources of non-GHG pollutants and undergoing a major modification for non-GHG pollutants, and that will increase CO2e by 75,000 or more tons per year, need to obtain a PSD permit with GHG emissions limits based on BACT controls. Complying with these PSD permitting requirements can involve significant costs and delay. As of December 31, 2025, the costs of future GHG-related regulation of our facilities through these efforts or others could have a material economic impact on our U.S. operations and the U.S. cement manufacturing industry, which in turn could have a material adverse impact in our results of operations, liquidity, and financial condition.
With respect to state efforts to address climate change, in 2006, the State of California adopted the Global Warming Solutions Act (“Assembly Bill 32” or “AB32”) setting into law the goal of reducing the State’s carbon dioxide emissions. As part of the measures derived from AB32, the California Air Resources Board (“CARB”) developed a cap-and-trade program, enforced from 2013, that covers most industrial sources of GHG emissions in the State, including cement production facilities. The program involves setting a declining overall cap on emissions, allocating a declining number of allowances free of charge to covered installations, and conducting quarterly allowance auctions. Regulated facilities then must subsequently surrender back to the regulator a number of allowances or qualified offset credits matching their verified emissions during the compliance period. Based on the free allowances received, our Victorville cement plant met all of its compliance obligations for the second compliance period (2015-2017) without a material impact on its operating costs; and also met all of its compliance obligations for the third compliance period (2018-2020) without a material impact on its operating costs. Furthermore, as of December 31, 2025, for our operations in California, we are actively pursuing initiatives to substitute fossil fuels for lower carbon fuels, improve our energy efficiency and utilize renewable power in an effort to economically reduce our direct and indirect GHG emission intensities. However, even with these ongoing efforts and the expected distribution of free allowances, as of December 31, 2025, the measures corresponding to future compliance periods of AB32, which may eventually require us to purchase emission allowances at increased prices due to their reduced availability, and the resulting overall costs of complying with a cap-and-trade program, could have an impact on our operations in California, which in turn could have an adverse impact on the results of operations, liquidity and financial condition of our operations in the United States, and consequently on us.
In 2007, CARB approved a regulation that requires California equipment owners/operators to reduce diesel particulate and nitrogen oxide emissions from in-use on-road diesel equipment and to meet progressively more restrictive emission targets. In 2008, CARB approved a similar regulation for in-use off-road diesel equipment. The emission targets require us to retrofit our California-based equipment with diesel emission control devices or replace equipment with new engine technology in accordance with certain deadlines. As of December 31, 2025, compliance with the CARB regulations has resulted in equipment related expenses or capital investments, including overhauling engines and purchases of new equipment related to the CARB regulations, in excess of $131.4 million. As of December 31, 2025, we estimate that we may continue to incur substantial expenditures to comply with these requirements.
In 2019, Colorado adopted the Climate Action Plan to Reduce Pollution (House Bill 19-1261) (“CCAP”). The CCAP sets into law a goal to reduce the state’s GHG pollution levels by 26% by 2025, 50% by 2030 and 90% by 2050 compared to 2005 levels. Rulemaking to implement CCAP is now ongoing by the Colorado Department of Public Health and Environment, Air Pollution Control Division, and the resulting rules and regulations could result in requirements for additional emissions control technology and other changes in operating processes for cement manufacturers. Further, on October 22, 2021, the Colorado Air Quality Control Commission adopted the Greenhouse Gas Emissions and Energy Management for Manufacturing in Colorado rule (the “GEMM”). The GEMM became effective on December 15, 2021. The GEMM objective is to reduce air pollution, save energy, and improve air quality in communities near emitting facilities. It requires specific facilities in the state that produce 50,000 tons or more in GHG emissions, including our construction materials facility in Lyons, to, among other things, prepare and submit to
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the Air Pollution Control Division an energy and GHG audit demonstrating that they are using GHG Best Available Control Technologies and Energy Best Management Practices. If the audit shows a facility is using GHG Best Available Control Technologies and Energy Best Management Practices, it will still be required to reduce its GHG emissions by 5%. On the other hand, if a facility’s audit shows it is not using such best controls to save energy and reduce GHG emissions, it will need to reduce the same amount of emissions that those best controls would achieve, plus reduce an additional 5% in total GHG emissions. Additionally, in July 2021, Colorado adopted the Environmental Justice Act (House Bill 21-1266) (the “EJA”), which requires Colorado’s manufacturing sector as a whole to reduce GHG emissions 20% by 2030, based on 2015 reported emissions. The APCD submitted a proposal for the EJA (or GEMM Phase 2) to the Air Quality Control Commission in September 2023, and the rule was adopted on October 20, 2023. As of December 31, 2025, we are complying with GEMM Phase 1 and the EJA, which became effective on December 15, 2023.
Claim in California
In December 2024, two landowners filed their first amended complaint in California state court against Cemex, Inc., one of our U.S. subsidiaries, and another party alleging that substances released from a previously divested operation by Cemex, Inc. (at the time named Southdown, Inc.) in Los Angeles County contaminated properties owned by the landowners, which caused diminution in value and other damages. This divestment occurred prior to the acquisition by Cemex of Southdown, Inc. in 2001. As of December 31, 2025, the proceedings were in the early stages, and we are not able to assess if these claims will lead to any damages payable by Cemex, Inc. However, if this complaint is adversely resolved against Cemex, Inc., we do not expect that any resulting damages would have a material adverse effect on our results of operations, liquidity, and financial condition.
Europe
European Union
In the EU, the cement sector is subject to a range of environmental laws of the EU and of individual Member States. The key EU laws are discussed in more detail below. More broadly, the European Climate Law sets a legally binding target of climate neutrality for the EU by 2050. EU institutions and the Member States are bound to take the necessary measures at EU and Member State level to meet the target, considering the importance of promoting fairness and solidarity among Member States. It also sets a 2030 climate target of at least 55% reduction of net emissions of GHG as compared to 1990.
EU Industrial Permits and Emissions Controls
The Industrial Emissions Directive (2010/75/EU) (“IED”) is the main EU instrument regulating pollutant emissions from industrial installations. Under the IED, operators of industrial installations, including cement plants, are required to obtain an integrated permit from the relevant permitting authority in the Member States. These permits contain emission limit values and other conditions based on the application of a legal and technical concept called “Best Available Techniques” (“BAT”).
In order to define BAT and the BAT-associated environmental performance at EU level, the European Commission organizes an exchange of information with experts from Member States, industry and environmental organizations. The European Commission adopts and publicizes BAT Reference Documents (“BREFs”) for the industry sectors covered by the IED. A key element of the BREFs are the conclusions on BAT (“BATC”), which are used as a reference for setting permit conditions. The IED allows competent authorities some flexibility to set less strict emission limit values. This is possible only in specific cases where an assessment shows that achieving the emission levels associated with BAT described in the BATC would lead to disproportionately higher costs compared to the environmental benefits due to the
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geographical location or the local environmental conditions or the technical characteristics of the installation. The competent authority shall always document its justification for granting such derogations.
In April 2013, pursuant to European Commission Decision No. 2013/163/EU, the European Commission published BATC under the IED for production of cement, lime, and magnesium oxide, together with specific emission levels. This document sets out an extensive list of technical requirements for most aspects of the cement manufacturing process in the EU, with a view to prevention and minimization of all polluting emissions. Under the IED, permitting authorities must review and, if necessary, update permit conditions within four years of the European Commission publishing decisions on BATC for a particular activity. In July 2024, the IED was amended by Directive 2024/1785, with a two-year transition period for EU Member States, with no new significant specific requirements for the cement sector.
As of December 31, 2025, a total of five BREFs of the existing 37 BREFs/REF are being reviewed. As of December 31, 2025, this has the potential to require our operations in Europe to be adapted to conform to the latest BAT, which in turn could impact our operations. As of December 31, 2025, the review of the Cement BREF is expected to begin in 2027.
As of December 31, 2025, we believe that our operations in EU Member States will be impacted given the change in regulatory approach heralded by the legislation. As of December 31, 2025, we are not able to assess the degree of impact that the future BAT requirements that come into effect under the IED will have on our operations in EU Member States.
EU Emissions Trading
The EU established an emissions trading system (“EU ETS”) by means of Directive 2003/87/EC, creating a mechanism that, as of December 31, 2025, imposes a market-determined price on the emissions of certain GHGs, including CO2 from installations and operators in the electricity and heat generation, industrial manufacturing aviation and maritime sectors. Compliance entities are required to surrender an allowance (“EUA”) in respect of each metric ton of emissions during a calendar year, which are covered by the EU ETS.
The EU ETS implements a ‘cap-and-trade’ approach, in which the total number of EUAs available (the “cap”) decreases over time. Operators either receive a free allocation of EUAs (pursuant to industry-wide benchmarks) or buy allowances from centralized auctions or from third parties. The EUAs are freely tradable. Failure to surrender EUAs is subject to significant monetary penalties of €100 (plus indexation) for each metric ton emitted in respect of which EUAs were not surrendered, in addition to the operator having to surrender the relevant number of EUAs. As of December 31, 2025, our qualifying operations in the EU, including our clinker production plants, are subject to the EU ETS.
EU policymakers and legislators have traditionally used the free allocation of EUAs as a principal way to reduce the risk of carbon leakage driven, for example, by increased imports from countries that do not have climate change control, or the risk that energy-intensive industries, facing higher costs because of the EU ETS, will move their facilities beyond the EU’s borders to these countries, thus resulting in a leakage of CO2 emissions without any environmental benefits.
The cement industry continued to receive free allocation through the end of 2025 and is expected to continue to receive free allocation throughout the end of EU ETS Phase IV in 2030. As of December 31, 2025, benchmarks—used as the main calculation factor to determine the level of free allocation an installation may receive and derived from the average emission factor of the lowest 10% EU emitters for a given product during relevant baseline years—are expected to be set on a cement binder basis rather than the historical clinker-based approach.
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Draft benchmarks are expected to be published in the first quarter of 2026, with final benchmarks confirmed during the second quarter of 2026. We have discussed the interaction of free allocation of EUAs and the EU CBAM (as defined below).
Free allocation of EUAs to operators, including those in the cement industry, will be phased out over a nine-year period from 2026 until 2034, as follows: 2026: 2.5%, 2027: 5%, 2028: 10%, 2029: 22.5%, 2030: 48.5%, 2031: 61%, 2032: 73.5%, 2033: 86%, 2034: 100%. For sectors that produce goods covered by the EU CBAM, the reduction of free allocation will be implemented by a gradual reduction while the EU CBAM is phased in from 2026 to zero free allocation in 2034 and onwards.
As of December 31, 2025, considering the market pricing dynamics expected to result from uniform exposure to sector regulation and the implementation of mitigation measures to reduce emissions in our operations, the phasing out of free allocation of EUAs under the EU ETS for the cement industry and other changes to the EU ETS are not expected to have a material adverse impact on our operations and results of operations, liquidity and financial condition. As of December 31, 2025, we expect that Cemex’s current EUA holdings, along with its ongoing mitigation initiatives and the amount of EUAs that will be annually allocated for free to Cemex in Phase IV, should be sufficient for our operations in Europe until at least the end of 2028. Additionally, in March 2024, with the intention of hedging a significant portion of our expected deficit of EUAs under the EU ETS after 2028, we entered into physically-settled forward purchase commitments for the acquisition of 1.8 million EUAs for our own use in 2029 and 2030. In addition, during the fourth quarter of 2025, Cemex extended such forward purchase commitments through a layered approach, covering 100,000 allowances annually from 2031 to 2035. As of December 31, 2025, we believe we have limited exposure to future increased prices because we do not expect to have a significant need to purchase additional EUAs; and, thus, we do not expect this to have a material adverse impact on our operations and results of operations, liquidity, and financial condition.
EU CBAM
In order to help address the problem of carbon leakage (explained above), the EU has implemented a Regulation establishing a Carbon Border Adjustment Mechanism (“EU CBAM”) ((EU) 2023/956). The EU CBAM applies to imports of certain goods and selected precursors whose production is carbon intensive and at most significant risk of carbon leakage: cement, iron and steel, aluminum, fertilizers, electricity, and hydrogen (“CBAM Goods”).
During the transitional phase, which was in effect until December 31, 2025, importers were required to report on a quarterly basis the total verified GHG emissions embedded in goods imported in a given calendar year, detailing direct and indirect emissions as well as any carbon price effectively paid in a third country. By January 1, 2026, all importers must be registered as an ‘authorized EU CBAM declarant’ in order to be eligible to import CBAM Goods.
Once the permanent system enters into force on January 1, 2026, importers will need to declare each year the quantity of goods imported into the EU in the preceding year and their embedded GHG. When importers do not have precise data on the carbon emissions from a specific factory (installation) in another country, the EU applies “default values,” estimated based on average emissions for the relevant product and country and subject to a mark-up. Accordingly, published default values, including a mark-up of 10% in 2026, 20% in 2027 and 30% from 2028 onwards, must be applied where EU ETS-equivalent monitoring and verification is not used or available. They will then surrender the corresponding number of EU CBAM certificates. The price of the certificates will be calculated depending on the weekly average auction price of EUAs expressed in euro per metric ton emitted. The phasing-out of free allocation under the EU ETS will take place in parallel with the phasing-in of EU CBAM in the period 2026-2034. We expect that by 2030, this phasing out will reduce our free allocations under the EU ETS by approximately four million EUAs, each equivalent to one metric ton of CO2e. As of December 31, 2025, due to expected market pricing dynamics and the implementation of mitigation measures to reduce emissions in our operations, unless there is
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market volatility and we have delays in the implementation of our mitigation efforts to reduce emissions or the CBAM, we do not expect a material adverse impact on our operations, results of operations, liquidity, and financial condition.
EU Taxonomy
The EU has established a classification system that sets out a list of environmentally sustainable economic activities under Regulation (EU) 2020/852 (the “EU Taxonomy”). Its primary use is to support the mandatory disclosure of sustainable investments and assets by investors, banks, and corporates in the EU. It will also be used for determining whether activities are eligible for green bonds use of proceeds criteria under the EU Green Bond Standard. Technical Screening Criteria developed under the EU Taxonomy set out the standards that certain activities in the cement sector must achieve in order to be categorized as “environmentally sustainable.” As of December 31, 2025, Cemex is not required to report under the EU Taxonomy. Nonetheless, Cemex voluntarily provides certain information in accordance with the EU Taxonomy. Though too early to determine at this stage, in addition to imposing certain reporting obligations, the classification of a company’s activities under the EU Taxonomy could, among other things, influence Cemex’s ability to access funds for certain projects, the financial markets or financial products.
In the first half of 2025, the EU introduced an Omnibus legislative proposal intended to harmonize and strengthen the interaction between key regulatory instruments such as the IED, the EU ETS, and the EU Taxonomy, including specific proposals to simplify and delay certain reporting requirements, including EU Taxonomy-related ones. In July 2025, the European Commission adopted the Omnibus Taxonomy Delegated Act (the “Omnibus Act”), which is expected to enter into force in January 2026.
As of December 31, 2025, we do not expect the adoption of the Omnibus Act to have a material adverse impact on our operations, results of operations, liquidity and financial condition.
UK Permitting
Existing EU BATC, which aim to prevent or reduce emissions and impacts on the environment, continue to have effect in the United Kingdom. The United Kingdom no longer needs to meet the requirements of any new EU BATC, except for Northern Ireland (“NI”) where the NI Protocol sets out the sectors remaining under EU IED. The UK Government, Scottish Government, Welsh Government and NI Department for Agriculture, Environment and Rural Affairs are leading the development of the UK BATC. UK BATC will be determined through an evidence-based approach with industry, regulators, and non-governmental organizations. A number of UK BATC have been initiated or are in draft form, but not in respect of the cement sector. As of December 31, 2025, no timeline has been defined for the development or adoption of a UK BATC applicable to the cement sector. As of December 31, 2025, we are not able to assess the degree of impact that any future BATC requirements that come into effect under the UK permit requirements will have on our operations in the United Kingdom.
UK ETS
As of January 1, 2021, an independent emissions trading system in the United Kingdom (the “UK ETS”) replaced the EU ETS in the United Kingdom (other than in respect of NI electricity generation). The UK ETS applies to energy intensive industries (including the cement sector), the power generation sector and aviation.
The UK ETS functions in a similar way to the EU ETS, but there are now significant differences between the rules of the two schemes / systems. The UK ETS commenced in 2021 with a cap that was 5% lower than it would have been under the EU ETS. As of December 31, 2025, it has a cap that is consistent with net zero. Free allocations of allowances are available in certain circumstances.
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Like the EU ETS, the UK ETS is divided into phases. Initially, the first phase, or “allocation period”, would run from 2021 to 2025 and the second phase from 2026 to 2030. In December 2024, the UK Government confirmed it would delay the start of the second allocation period of the UK ETS by one year, so that the second allocation period will now run from 2027 to 2030 and will be aligned with the launch of the UK CBAM in 2027 (as described below). The UK Government has put two mechanisms in place to guard against extreme highs and lows in pricing: the Auction Reserve Price and the Cost Containment Mechanism. In the fourth quarter of 2025, the UK Government confirmed that it will maintain the current methodology for adjusting free allocation in response to changes in activity level, which is based on historical activity levels. Existing product benchmarks will remain in place until 2027, with the current 2025 benchmark therefore extended to 2026 and 2027, and with the intention to adopt updated EU benchmark values from 2028 to 2030.
As of December 31, 2025, although the UK ETS provides continuity after the transition from the EU ETS, it is not possible to predict with certainty how Cemex in the United Kingdom will be affected by the UK ETS. The aggregate amount of allowances allocated to Cemex under the UK ETS may not be sufficient for our operations in the UK; and, therefore, Cemex may require to purchase emission allowances at some point in time at increased prices due to potential insufficient liquidity and increased price volatility in the UK ETS compared to the EU ETS. Nevertheless, the UK ETS is not expected to have a material adverse impact on our operations, results of operations, liquidity and financial condition. In November 2025, the EU and United Kingdom commenced formal negotiations regarding the potential linking of the UK ETS and the EU ETS. As of December 31, 2025, it is expected that this process would not be completed before 2028 at the earliest.
UK CBAM
The UK Government has announced that it will implement a UK Carbon Border Adjustment Mechanism (“UK CBAM”) by January 1, 2027. The purpose of the UK CBAM is to mitigate the risk of carbon leakage and support the decarbonization of UK industry. The UK CBAM will apply to imports of goods from the aluminum, cement, fertilizers, hydrogen, and iron and steel sectors.
An entity’s CBAM liability will be calculated by multiplying the total GHG emissions emitted per type of CBAM good imported by the liable person by the relevant UK CBAM rate, less the carbon price payable overseas. The applicable rate will be set by the UK Government according to a methodology which reflects carbon pricing in the UK ETS, free allocation of allowances under the UK ETS and the carbon price support rate of climate change levy on electricity generated using fossil fuels in Great Britain. The applicable legislation has not yet been published in draft form. However, the UK Government has confirmed that free allocation for sectors covered by the UK CBAM will be gradually phased out starting 2027, with an indicative phase-out trajectory of nine years (broadly aligned with the EU CBAM, although starting one year later). It has also been confirmed that indirect emissions will not be included in the UK CBAM rate calculation.
As of December 31, 2025, we do not expect a material adverse impact due to market prices dynamics and the implementation of mitigation measures to reduce emissions in our operations.
Great Britain Landfills
In Great Britain, future expenditure on closed and current landfill sites has been assessed and quantified over the period in which the sites are considered to have the potential to cause environmental harm, generally consistent with the regulatory view of up to 60 years from the date of closure. The assessed expenditure relates to the costs of monitoring the sites and the installation, repair, and renewal of environmental infrastructure. The costs have been quantified on a net present value basis in the amount of £139,300,229.81 ($187.73 million as of December 31, 2025, based on an exchange rate of £0.74 to $1.00) as of December 31, 2025, and we made an accounting provision for this amount.
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Tariffs
The following is a discussion of tariffs on imported cement in some of the countries and regions in which we operate.
Mexico
Mexican tariffs on imported goods vary by product and have historically been as high as 100%. Over the years, import tariffs have been substantially reduced and currently range from none at all for raw materials to over 20% for finished products. As a result of North American Free Trade Agreement (“NAFTA”), starting January 1, 1998, the tariff on cement imported into Mexico from the United States or Canada was eliminated. The USMCA signed on November 30, 2019, and which supersedes NAFTA, entered into force on July 1, 2020. The USMCA does not have any impact on tariffs on cement imported from the United States or Canada into Mexico.
While the lack of existence or reduction in tariffs could lead to increased competition from imports in the markets in Mexico in which we operate, it is possible that other factors, such as the cost of transportation incurred from most producers outside Mexico to central Mexico, traditionally the region of highest demand in Mexico, could be seen as a barrier to enter certain regions in Mexico in which we operate.
United States
Imposition of Tariffs by the United States
In general, and aside from any other restrictions or prohibitions, as of December 31, 2025, any cement imported into the United States from Cuba and North Korea is subject to custom duties depending on the specific type of cement. In order to import cement and other products into the United States from Cuba or North Korea, an importer would be required to obtain a license from the U.S. government or otherwise establish the existence of a license exception.
In 2025, the U.S. administration issued executive orders imposing, pursuant to IEEPA and in addition to any preexisting tariffs, Fentanyl/Immigration Tariffs on products from Canada, Mexico, and China, at rates that fluctuated over time (for Mexico, the rate remained at 25% whereas for Canada the rate applicable to goods other than energy products rose from 25% to 35%). These tariffs applied to cement, aggregates, and other products we import into the United States from Mexico and Canada as part of our business. Notably, goods that complied with USMCA rules of origin were exempt from these tariffs. Also, in 2025, pursuant to IEEPA, the U.S. administration announced Country-Specific Reciprocal Tariffs on 60 countries and a 10% Baseline Tariff on all other countries, except Mexico, Canada, and China.
See “Item 5. Operating and Financial Review and Prospects—Recent Developments—Recent Developments Relating to Our Regulatory Matters and Legal Proceedings—Imposition of Tariffs by the United States” for additional information.
Fees on Chinese Vessels
In January 2025, the United States Trade Representative (“USTR”) concluded a Section 301 investigation regarding “China’s Acts, Policies, and Practices Targeting the Maritime, Logistics, and Shipbuilding Sectors for Dominance.” After issuing a Notice of Proposed Action, holding public hearings, and soliciting public comments, USTR promulgated its Final Notice of Action on April 17, 2025 and set forth restrictions to promote the transport of U.S. goods on U.S. vessels.
On October 14, 2025, the United States began charging fees on Chinese-owned vessels, Chinese-operated vessels, and certain Chinese-built vessels that make port in the United States. For Chinese-operated vessels, fees were based on net vessels tonnage, which began at $50 per net ton in October 2025, and were expected to steadily increase until
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2028. For certain Chinese-built vessels, fees were based on net tonnage or number of containers. The fees commenced at $18 per net ton or $120 per container. Vessel operators had to pay whichever fee was higher, and they were expected to increase over the next three years.
Effective October 14, 2025, China imposed reciprocal measures in the form of special port fees on vessels owned, operated, flagged, or built in the United States, as well as those with 25% or more U.S. equity participation, starting at around $56 per net ton and were expected to rise progressively to around $156 by 2028.
However, effective November 10, 2025, the United States and China suspended their respective port fees for a one-year period. As a result, as of December 31, 2025, the economic impact previously associated with the aforementioned fees has not occurred. Before their suspension on November 10, 2025, the aforementioned measures were expected to reduce vessel availability for routes to and from the United States, potentially increasing freight rates and affecting shipping schedules, which could have led to higher logistics costs and supply chain inefficiencies. Before the November 10, 2025 suspension, we were unable to determine whether this would have had a material adverse effect on our operations, results of operations, liquidity and financial condition.
Europe
EU Member States are subject to the uniform EU commercial policy. There is no tariff on cement imported into a country that is a member of the EU from another member country or on cement exported from an EU country to another member country. As of December 31, 2025, for cement imported into a member country from a non-member country, the tariff was 1.7% of the customs value. Any country that benefits from preferential treatment with the EU is subject to the same tariffs as members of the EU. Most Eastern European producers exporting cement into EU countries currently pay no tariff.
United Kingdom
Following the United Kingdom’s exit from the EU Single Market and Customs Union in early 2021, the United Kingdom is no longer required to abide by the EU’s Common External Tariff and has introduced its own UK Global Tariff schedule (the “UKGT”), which determines duties and tariffs on goods on a Most Favoured Nation basis in line with World Trade Organization principles. Pursuant to the UKGT, tariffs of 1.7% to 2.7% have been removed on over 40 construction products, including portland cement, marble, granite, various other types of building stone and plaster boards.
The United Kingdom has also entered into a trade agreement with the EU, known as the EU-UK Trade and Cooperation Agreement, which provides for continued trade without the imposition of tariffs and quotas.
Tax Matters
Mexico
On February 1, 2022, one of our subsidiaries in Mexico was notified of a tax assessment (oficio de observaciones) issued by the Mexican Tax Administration Service (Servicio de Administración Tributaria) (“SAT”), specifying that Ps 1,093 million ($60.69 million as of December 31, 2025, based on an exchange rate of Ps 18.01 to $1.00) in taxes were due as a result of certain rejected deductions, reclassification of deductions as depreciations and omitted valued-added tax payments corresponding to fiscal year 2016. On July 13, 2023, the SAT reduced its claim of taxes due to Ps 945 million ($52.47 million as of December 31, 2025, based on an exchange rate of Ps 18.01 to $1.00).
In September 2023, we filed a motion requesting the SAT to reconsider the determinations made in the tax assessment (oficio de observaciones). As of December 31, 2025, the SAT has not issued a resolution with respect to
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this motion. As of December 31, 2025, we cannot assess with certainty the likelihood of an adverse result in this proceeding; but, if adversely resolved, we believe an adverse resolution should not have a material adverse impact on our results of operations, liquidity, and financial condition.
Colombia
On April 6, 2018, the Colombian tax authority (Dirección de Impuestos y Aduanas Nacionales) (“DIAN”) notified Cemex Colombia of a proceeding notice in which the DIAN rejected certain deductions made by Cemex Colombia in its 2012 year-end income tax return. The DIAN assessed an increase in taxes to be paid by Cemex Colombia in the amount of 124.79 billion Colombian Pesos ($33.03 million as of December 31, 2025, based on an exchange rate of 3,777.62 Colombian Pesos to $1.00) and imposed a penalty in the amount of 124.79 billion Colombian Pesos ($33.03 million as of December 31, 2025, based on an exchange rate of 3,777.62 Colombian Pesos to $1.00). On December 28, 2018, Cemex Colombia was notified of the issuance of an official liquidation confirming the information in the proceeding notice. Cemex Colombia filed an appeal for reconsideration on February 21, 2019 within the legal term. On January 8, 2020, Cemex Colombia was notified that the DIAN had, in response to the appeal filed by Cemex Colombia, confirmed the DIAN’s assessment that Cemex Colombia is required to pay increased taxes and corresponding penalties, as previously notified on April 6, 2018. On July 1, 2020, Cemex Colombia filed an appeal against the aforementioned resolution in the Administrative Court of Cundinamarca. The Administrative Court of Cundinamarca admitted the appeal on September 20, 2021. No amounts are required to be paid by Cemex Colombia until all available recourses have been filed and concluded. Additionally, on March 10, 2020, the DIAN issued a complementary administrative act “statement of objections” (pliego de cargos), in which the authority claims the payment of the credit balance that was originated in the tax declaration of the aforementioned year and that was offset by Cemex Colombia with taxes from subsequent years. Cemex Colombia filed its response on June 2, 2020. On October 25, 2021, the DIAN issued a resolution in relation to the “statement of objections” (pliego de cargos) confirming the imposed penalty due to inadmissible compensation. The aforementioned penalty comprises 56.82 billion Colombian Pesos ($15.04 million as of December 31, 2025, based on an exchange rate of 3,777.62 Colombian Pesos to $1.00) of the 124.79 billion Colombian Pesos ($33.03 million as of December 31, 2025, based on an exchange rate of 3,777.62 Colombian Pesos to $1.00) increase in taxes to be paid by Cemex Colombia assessed in 2018. Cemex Colombia filed the appeal before the Administrative Court of Cundinamarca on December 16, 2021. As of December 31, 2025, the Administrative Court of Cundinamarca has not scheduled a hearing date for the proceeding. As of December 31, 2025, even though it is difficult to assess with certainty the likelihood of an adverse result in the proceeding, Cemex considers that an adverse resolution after conclusion of all available defense procedures is not probable. We believe that an adverse resolution could have a material adverse impact on our results of operations, liquidity and financial condition.
On September 5, 2018, the DIAN notified Cemex Colombia of a proceeding notice in which the DIAN rejected certain deductions taken by Cemex Colombia in its 2011 year-end income tax return. The DIAN assessed an increase in taxes to be paid by Cemex Colombia in the amount of 85.17 billion Colombian Pesos ($22.54 million as of December 31, 2025, based on an exchange rate of 3,777.62 Colombian Pesos to $1.00) and imposed a penalty in the amount of 85.17 billion Colombian Pesos ($22.54 million as of December 31, 2025, based on an exchange rate of 3,777.62 Colombian Pesos to $1.00). On May 15, 2019, Cemex Colombia was notified of the issuance of a tax assessment maintaining the initial rejection of the deductions taken by Cemex Colombia in its 2011 year-end income tax return. Cemex Colombia filed an appeal on July 11, 2019. On July 6, 2020, Cemex Colombia was notified about a resolution confirming the official liquidation. On October 22, 2020, Cemex Colombia filed an appeal against such resolution in the Administrative Court of Cundinamarca. If a final adverse resolution to Cemex Colombia is reached in this matter, in addition to any amounts to be paid in confirmation of the official liquidation, Cemex Colombia would, as of the payment date, be required to pay interest on the amounts that would be declared due as of the dates they would have had to be paid. The Administrative Court of Cundinamarca admitted the appeal on September 13, 2021.
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As of December 31, 2025, at this stage of the proceeding and considering all possible defenses available, while we cannot assess with certainty the likelihood of an adverse result in this special proceeding, we believe a final adverse resolution to this special proceeding is not probable. However, if adversely resolved, we believe such adverse resolution could have a material adverse impact on our results of operations, liquidity, and financial condition.
Furthermore, on June 8, 2020, the DIAN issued a complementary administrative act “statement of objections” (pliego de cargos), in which the authority claims the payment of the credit balance that was originated in the tax declaration of the aforementioned year and that was offset by Cemex Colombia with taxes from subsequent years. On December 17, 2020, Cemex Colombia announced that the DIAN had archived such “statement of objections” (pliego de cargos), which means the DIAN issued an administrative act by which it closed the complementary statement of charges that had been issued within the income tax process for the fiscal year 2011 earlier in 2020. With the aforementioned administrative act, the complementary procedure within the income tax process for the fiscal year 2011 has concluded, since the value of 2011 is included within the complementary process for the fiscal year 2012, and this complementary proceeding should not have a material adverse impact on our results of operations, liquidity, and financial condition.
Spain
Tax Assessment for the years 2006 to 2009
On July 7, 2011, the tax authorities in Spain notified Cemex España of a tax audit process in Spain covering the tax years from and including 2006 to 2009. The tax authorities in Spain have challenged part of the tax losses reported by Cemex España for such years. Cemex España has been formally notified of fines in the aggregate amount of €456 million ($535.93 million as of December 31, 2025, based on an exchange rate of €0.8513 to $1.00) resulting from the July 7, 2011 tax audit process in Spain. On April 22, 2014, Cemex España filed appeals against such fines before the Tribunal Económico Administrativo Central (“TEAC”). On September 20, 2017, Cemex España was notified by the TEAC about an adverse resolution to such appeals. Cemex España filed a recourse against such resolution on November 6, 2017 before the National Court (Audiencia Nacional) and applied for the suspension of the payment of the fines. The National Court admitted the recourse; and, on January 31, 2018, it notified Cemex España of the granting of the suspension of the payment, subject to the provision of guarantees on or before April 2, 2018. In this regard, Cemex España provided the respective guarantees in the form of a combination of a liability insurance policy and a mortgage of several assets in Spain owned by its Spanish subsidiary Cemex España Operaciones, S.L.U. On November 6, 2018, the National Court confirmed the acceptance of the guarantees by the Spanish Tax Office, which suspended the obligation to effect the payment until the recourses are definitively resolved. On November 30, 2021, the National Court issued a judgment rejecting the appeal filed by Cemex España against the resolution of the TEAC, confirming the imposed fines. On February 25, 2022, Cemex España filed with the Spanish Supreme Court a request for a cassation appeal against the judgment issued by the National Court to be admitted. On October 13, 2022, the Supreme Court decided not to admit the cassation appeal and Cemex España subsequently filed a motion (incidente de nulidad) seeking the annulment of the decision, alleging the violation of its constitutional rights. On January 18, 2023, the Spanish Supreme Court, reversed its decision and resolved to admit the filing of Cemex España’s cassation appeal. Cemex España filed the cassation appeal before the Spanish Supreme Court on March 27, 2023.
On November 17, 2023, Cemex España was formally notified that the cassation appeal filed before the Spanish Supreme Court was not resolved in Cemex España’s favor. As a result, Cemex España would have had to pay fines in the aggregate amount of €456 million ($535.93 million as of December 31, 2025, based on an exchange rate of €0.8513 to $1.00). The part of the tax losses challenged by the tax authorities for the subject matter years were not utilized by Cemex España; and, since 2012, were not carried in the financial statements of Cemex España. Cemex recorded an income tax expense and accrued liabilities of €456 million ($535.93 million as of December 31, 2025, based on an exchange rate of €0.8513 to $1.00) in the fourth quarter of 2023.
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On May 21, 2024, Cemex España filed with the Constitutional Court in Spain an appeal for constitutional protection against the cassation appeal resolution issued by the Spanish Supreme Court. On June 16, 2025, Cemex España received an adverse resolution from the Constitutional Court in Spain not admitting the filing of its appeal for constitutional protection. On October 3, 2025, Cemex España filed a recourse against such adverse resolution to the European Court of Human Rights. As of December 31, 2025, Cemex España has not received any answer from the European Court of Human Rights.
On August 9, 2024, the tax authorities in Spain formally notified Cemex España of the final amount of the fines for €456.23 million ($535.93 million as of December 31, 2025, based on an exchange rate of €0.8513 to $1.00), to be paid no later than September 20, 2024. On September 6, 2024, Cemex España paid €273.73 million ($321.56 million as of December 31, 2025, based on an exchange rate of €0.8513 to $1.00) of such amount. Additionally, on September 9, 2024, Cemex España filed before the National Court a motion for execution of judgement against the assessment issued by the tax authorities in Spain, alleging Cemex España has the right to a reduction of the remaining outstanding amount of the fines amounting to €182.49 million ($214.37 million as of December 31, 2025, based on an exchange rate of €0.8513 to $1.00). Furthermore, as a cautionary measure, on September 9, 2024, Cemex España filed a tax appeal motion with the TEAC informing of the motion for execution of judgement filed before the National Court.
On September 10, 2024, Cemex España paid an additional €2.4 million (approximately $2.86 million as of December 31, 2025, based on an exchange rate of €0.8513 to $1.00) and filed a request to the Agencia Estatal de Administración Tributaria de España (“AEAT”) for a postponement of payment and to be allowed to pay in installments the outstanding amount of the fines amounting to €180 million (approximately $211.44 million as of December 31, 2025, based on an exchange rate of €0.8513 to $1.00), plus late interest. In particular, Cemex España requested to pay the outstanding amount of the fines throughout four years starting April 2025, with two payment installments per year. On September 10, 2025, Cemex España received an adverse resolution from the AEAT, not admitting the aforementioned request regarding the postponement and payment of the outstanding fine in installments. On September 10, 2025, Cemex España filed with the TEAC a recourse against the non-admission of such request. If needed, Cemex does have liquidity sources available to pay the outstanding amounts of the fine.
On September 12, 2024, the tax authorities in Spain cancelled the mortgage granted in 2018 over several assets in Spain owned by Cemex España Operaciones, S.L.U., another of our Spanish subsidiaries, and Cemex España delivered a surety to the tax authorities in Spain for €180 million ($211.44 million as of December 31, 2025, based on an exchange rate of €0.8513 to $1.00).
On February 21, 2025, Cemex España received an adverse resolution from the National Court denying the motion for execution of judgement filed on September 9, 2024 against the assessment issued by the tax authorities in Spain, in which Cemex España claimed the right to a reduction of the remaining outstanding amount of the fines amounting to €182.49 million ($214.37 million as of December 31, 2025, based on an exchange rate of €0.8513 to $1.00). On February 28, 2025, Cemex España appealed such resolution before the National Court. On September 1, 2025, Cemex España received an adverse and final resolution from the National Court denying the motion for execution of judgement filed on September 9, 2024. On October 10, 2025, Cemex España filed a request for admission of a cassation appeal against such adverse resolution to the Spanish Supreme Court. Furthermore, on July 23, 2025, Cemex España received a resolution from the TEAC denying the tax appeal motion filed as a cautionary measure by Cemex España on September 9, 2024. On July 31, 2025, Cemex España filed a nullity recourse with the TEAC against the aforementioned denial, alleging that on July 23, 2025, the National Court didn’t yet deny the motion for execution and the outstanding fine must remain suspended. As of December 31, 2025, the TEAC has not yet answered such nullity recourse.
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As of December 31, 2025, the payment of the outstanding amount of the fines amounting to €135 million ($158.58 million as of December 31, 2025, based on an exchange rate of €0.8513 to $1.00) and the execution of the liability policy insurance delivered by Cemex España remain suspended until the aforementioned motions filed by Cemex España are resolved. Notwithstanding the adverse financial effects that have already been accounted for, these recent developments are not expected to adversely affect our operations, commercial relationships with clients or suppliers, or our ability to meet our financial obligations.
Other Legal Proceedings
Colombian Construction Claims
On August 5, 2005, the Urban Development Institute (Instituto de Desarrollo Urbano) (“UDI”), and an individual filed a lawsuit in the Fourth Anti-Corruption Court of Bogotá (Fiscalía Cuarta Anticorrupción de Bogotá) against a subsidiary of Cemex Colombia claiming that it was liable, along with the other members of the Asociación Colombiana de Productores de Concreto (“ASOCRETO”), an association formed by the ready-mix concrete producers in Colombia, for the premature distress of the concrete slabs of the Autopista Norte trunk line of the TransMilenio bus rapid transit system of Bogotá in which ready-mix concrete and flowable fill supplied by Cemex Colombia and other ASOCRETO members was used. The plaintiffs alleged that the base material supplied for the road construction failed to meet the quality standards offered by Cemex Colombia and the other ASOCRETO members and/or that they provided insufficient or inaccurate information in connection with the product. The plaintiffs were seeking the repair of the concrete slabs in a manner which guarantees their service during the 20-year period for which they were originally designed, and estimate that the cost of such repair could have been 100 billion Colombian Pesos ($26.47 million as of December 31, 2025, based on an exchange rate of 3,777.62 Colombian Pesos to $1.00). The lawsuit was filed within the context of a criminal investigation against a former director and two officers of the UDI, the contractor, the inspector and two ASOCRETO officers. On January 21, 2008, a court issued an order, sequestering the El Tunjuelo quarry, as security for payment of a possible future money judgment against Cemex Colombia. The court determined that in order to lift this attachment and prevent further attachments, Cemex Colombia was required to deposit 337.8 billion Colombian Pesos ($89.42 million as of December 31, 2025, based on an exchange rate of 3,777.62 Colombian Pesos to $1.00) in cash instead of posting an insurance policy to secure such recovery. Cemex Colombia appealed this decision and the Superior Court of Bogotá (Tribunal Superior de Bogotá) allowed Cemex to present an insurance policy in the amount of 20 billion Colombian Pesos ($5.29 million as of December 31, 2025, based on an exchange rate of 3,777.62 Colombian Pesos to $1.00). Cemex gave the aforementioned security, and, on July 27, 2009, the court lifted the attachment on the quarry.
On October 10, 2012 the court issued a first instance judgment pursuant to which the accusation made against the ASOCRETO officers was nullified. The judgment also convicted a former UDI director, the contractor’s legal representatives and the inspector to a prison term of 85 months and a fine of 32 million Colombian Pesos ($8,470.94 as of December 31, 2025, based on an exchange rate of 3,777.62 Colombian Pesos to $1.00). As a consequence of the nullification, the judge ordered a restart of the proceeding against the ASOCRETO officers. The UDI and other parties to the legal proceeding appealed the first instance judgment and on August 30, 2013 the Superior Court of Bogotá resolved to reduce the prison term imposed to the former UDI director and the UDI officers to 60 months and imposed a fine equivalent to 8.8 million Colombian Pesos ($2,329.51 as of December 31, 2025, based on an exchange rate of 3,777.62 Colombian Pesos to $1.00). Additionally, the UDI officers were sentenced to severally pay the amount of 108 billion Colombian Pesos ($28.59 million as of December 31, 2025, based on an exchange rate of 3,777.62 Colombian Pesos to $1.00) for the purported damages in the concrete slabs of the TransMilenio bus rapid transit system. Additionally, the Superior Court of Bogotá overturned the penalty imposed to the contractor’s legal representatives and inspector because the criminal action against them was barred due to the passage of time. Furthermore, the Superior Court of Bogotá revoked the annulment in favor of the ASOCRETO officers and ordered
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the first instance judge to render a judgment regarding the ASOCRETO officers’ liability or lack thereof. On June 25, 2014, the Supreme Court of Colombia’s Penal Cassation Chamber (Sala de Casación Penal de la Corte Suprema de Justicia de Colombia) dismissed the cassation claim filed by the former UDI director and the UDI officers against the Superior Court of Bogotá’s judgment. Dismissal of the cassation claim has no effect on Cemex Colombia’s or the ASOCRETO officers’ interests in these proceedings. On January 21, 2015, the Penal Circuit Court of Bogotá issued a resolution agreeing with the arguments presented by Cemex Colombia regarding the application of the statute of limitations to the criminal investigation against the ASOCRETO officers and acknowledging that the ASOCRETO officers were not public officers, and as a consequence, finalizing the process against the ASOCRETO officers and the civil responsibility claim against Cemex Colombia. On July 28, 2015, the Superior Court of Bogotá upheld this resolution and as such the action brought against Cemex Colombia for the premature distress of the concrete slabs of the Autopista Norte trunk line has ended.
Related to the premature distress of the concrete slabs of the Autopista Norte trunk line of the TransMilenio bus rapid transit system six legal actions were brought against Cemex Colombia. The Cundinamarca Administrative Court (Tribunal Administrativo de Cundinamarca) nullified five of these actions and, as of December 31, 2025, only one remains outstanding. On June 17, 2019, an administrative court, in the first instance, ruled against Cemex Colombia and other concrete producers, because the judge found that there was a violation of consumer rights, for alleged faults in the roads. Consequently, the judge ordered Cemex Colombia to issue a public statement acknowledging the alleged violation and a commit to not incur such violation in the future. This first instance decision did not contemplate any economic consequence for Cemex Colombia. Cemex Colombia, jointly with thirteen of the defendants, filed an appeal before the Cundinamarca Administrative Court. At this stage of the proceedings, as of December 31, 2025, regarding the remaining pending action filed before the Cundinamarca Administrative Court, if adversely resolved, we do not expect that such adverse resolution should have a material adverse impact on our results of operations, liquidity, and financial condition.
Maceo, Colombia—Legal Proceedings in Colombia
On August 28, 2012, Cemex Colombia entered into a memorandum of understanding (the “MOU”) with CI Calizas y Minerales S.A. (“CI Calizas”) to acquire land, a mining concession, an environmental license (the “Environmental License”), free trade zone benefits and related assets necessary to carry out the construction by Cemex Colombia of a new integrated cement plant in the Antioquia department near the municipality of Maceo, Colombia (the “Maceo Project”). In connection with the MOU, CI Calizas was represented by a non-governmental individual (the “Representative”).
After the execution of the MOU, one of CI Calizas’ former shareholders, who has since been convicted of tax fraud, was linked to a domain extinction by the Colombian Attorney General’s Office (the “Attorney General’s Office”) (the “Domain Extinction Proceeding”) that, among other measures, suspended CI Calizas’ ability to transfer all of its assets to Cemex Colombia as required by the MOU, including several plots of land, a mining concession, the Environmental License, the shares of Zona Franca Especial Cementera Del Magdalena Medio SAS (“ZOMAM”) with the corresponding free trade zone benefits and other related assets required to build a cement plant (the “Affected Assets”). To protect its interests in the Affected Assets, Cemex Colombia joined the Domain Extinction Proceeding and cooperated with the Attorney General’s Office. Cemex Colombia also requested the dismissal of the domain extinction against the Affected Assets. On May 2, 2016, in order to collect further evidence, the Attorney General’s Office denied Cemex Colombia’s request for the dismissal of the Domain Extinction Proceeding.
On June 19, 2024, the Prosecutor of Eminent Domain Process of the Attorney General’s Office (the “Prosecutor”) admitted the Domain Extinction Proceeding, declaring the admissibility of the domain extinction of the assets included in the MOU signed between Cemex Colombia and CI Calizas, and thus, initiating the asset forfeiture trial of the
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Affected Assets. This decision does not recognize Cemex’s status as a third party of good faith exempt from fault. On June 27, 2024, Cemex Colombia appealed this ruling, arguing that previous rulings in the cases against the former administrators demonstrate that it was deceived and acted diligently once it became aware of the situation. As of December 31, 2025, this appeal will be resolved by the hierarchical superior of the Prosecutor, which is expected to take approximately two years starting on the date of filing of the appeal. The trial of the Domain Extinction Proceeding is set to begin once the appeal is resolved and could take several years.
In July 2013, Cemex Colombia entered into a five-year lease agreement (the “Lease Agreement”) with a depository that had been designated by the Colombian National Narcotics Directorate (Dirección Nacional de Estupefacientes) with respect to the Affected Assets. The Lease Agreement, along with an accompanying governmental mandate, authorized Cemex Colombia to continue the work necessary for the construction and operation of the Maceo Project during the Domain Extinction Proceeding. The Lease Agreement expired on July 15, 2018. Notwithstanding the expiration of the Lease Agreement, Cemex Colombia was entitled to continue using the Affected Assets pursuant to the terms of the accompanying mandate.
On April 12, 2019, Cemex Colombia reached a conciliatory agreement with the SAE, CI Calizas and ZOMAM before the Public Prosecutor’s Office (Procuraduría General de la Nación) and signed a contract of Mining Operation, Manufacturing and Delivery Services and Leasing of Properties for Cement Production (the “New Lease Agreement”), allowing Cemex Colombia to operate the Maceo Plant. Cemex Colombia, under the terms of the New Lease Agreement, will lease the land portion of the Affected Assets for a term of 21 years, that can be extended by another 10 years. The New Lease Agreement will remain in full force and effect regardless of the outcome following the Domain Extinction Proceeding over the Affected Assets or if a third party purchases the Affected Assets under the Early Disposal Proceeding (as defined below) unless a competent judge and Superior Court of Bogotá grant Cemex Colombia (and one of its subsidiaries) the ownership rights related to the Affected Assets. In such case, the New Lease Agreement will be terminated given that Cemex Colombia and its subsidiary would be the rightful owners of the Affected Assets and the New Lease Agreement would no longer be required to operate and manage them.
Assuming that Cemex Colombia conducted itself in good faith and considering that its investments in the Maceo Project were incurred with the consent of the SAE and CI Calizas under the Lease Agreement and the accompanying mandate, we believe the value of such investments is protected by Colombian law. Colombian law provides that, if a person builds on another person’s property with the knowledge of such other person, the person that built on the property shall be compensated with the value of what was built or otherwise be transferred the property in the event the owner of the property decides to recover possession. We also believe that, during the term of the New Lease Agreement, Cemex Colombia may use the Affected Assets in order to operate the Maceo Project. In the event that Cemex Colombia’s right to the Affected Assets is extinguished in favor of the government of Colombia, which we believe is unlikely, the SAE may decide not to sell the Affected Assets to Cemex Colombia. In either case, under Colombian law, Cemex Colombia would be entitled to compensation for the value of the investments made in the Maceo Project.
On November 18, 2021, Cemex filed a Letter of Intent requesting that the SAE commence the process of selling of CI Calizas and other related assets, including the Affected Assets, under an early disposal proceeding (enajenación temprana) (the “Early Disposal Proceeding”), in which Cemex is interested in participating. If the SAE continues with the Early Disposal Proceeding, the corresponding sale should be carried out under objective parameters prescribed by law that apply to valuing entities undergoing domain extinction proceedings. In October 2024, the SAE filed a motion stating their intent to initiate the Early Disposal Proceeding of the Affected Assets while the Domain Extinction Proceeding continues. As of December 31, 2025, the Early Disposal Proceeding has not been notified and the Domain Extinction Proceeding continues. As of December 31, 2025 at this stage of the proceedings, we believe that
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we would be able to keep ownership of all the assets encompassing the Maceo Plant that are not subject to the Domain Extinction Proceeding and that the likelihood of an adverse result in this matter is not probable but we are not able to assess the likelihood of Cemex Colombia receiving a final adverse decision relating to the Domain Extinction Proceeding or if the ownership of the assets subject to the MOU will be extinguished in favor of the Republic of Colombia or purchased by a third party in an Early Disposal Proceeding. However, as of December 31, 2025, we believe that an adverse resolution in which Cemex Colombia is not compensated for the value of its investments in the Maceo Project could have a material adverse effect on our results of operations, liquidity, or financial condition.
On December 30, 2013, Cemex Colombia and the Representative entered into a different memorandum of understanding (the “Land MOU”), pursuant to which the Representative would represent Cemex Colombia in the acquisition of lands adjacent to the Maceo Project. In connection with the Maceo Project, Cemex Colombia conveyed to the Representative 43.8 billion Colombian Pesos, including cash payments and interest, ($11.59 million as of December 31, 2025, based on an exchange rate of 3,777.62 Colombian Pesos to $1.00). Due to the Domain Extinction Proceeding against the Affected Assets described above, the acquisition of the Affected Assets was not finalized.
On September 23, 2016, CLH disclosed that it had identified irregularities in the process for the purchase of the land related to the Maceo Project and submitted a criminal complaint with the Attorney General’s Office. Further, on December 20, 2016, CLH enhanced such filing with additional information and findings obtained as of such date. On June 12, 2018, the Attorney General’s Office formally charged two former officers of the Company and the Representative. One of the former officers of the Company entered into a plea bargain and cooperation agreement with the Attorney General’s Office, which was approved by the Colombian criminal court in April of 2019. The hearings for the other two individuals were held throughout 2022, and on March 29, 2023, they were found guilty by the first instance judge. The other former officer was found guilty of unfair administration, illicit enrichment, and forgery of private documents, and was sentenced to 15 years in prison and a penalty of approximately $7.4 million. The Representative was found guilty of illicit enrichment, forgery of private documents, and money laundering, and sentenced to 21 years in prison and a penalty of approximately $7.6 million. Both individuals filed an appeal against the ruling on March 29, 2023 with the Criminal Superior Court of Bogotá (Sala Penal del Tribunal Superior del Distrito de Bogotá). On October 5, 2023, the Criminal Superior Court of Bogotá confirmed the decision of the first instance judge, save for the criminal offense of forgery of private documents, since the statute of limitations for such crime had expired on December 12, 2022. Therefore, the prison sentences for both individuals were reduced to 13 years for the former officer and 19 years for the Representative, however their respective penalties were kept the same. On October 9, 2023, and on October 12, 2023, the former officer and the Representative, respectively, filed an extraordinary cassation appeal against the Criminal Superior Court of Bogotá ruling. The Criminal Superior Court of Bogotá admitted both extraordinary cassation appeals, and thus, the docket of the proceeding has been submitted to the Colombian Supreme Court. As of December 31, 2025, the final decision of the proceeding with the Colombian Supreme Court is still pending resolution.
On September 23, 2016, CLH and Cemex Colombia terminated the employment of the Vice President of Planning of CLH, who was also Cemex Colombia’s Director of Planning, and the Legal Counsel of CLH, who was also the General Counsel of Cemex Colombia. In addition, effective September 23, 2016, the Chief Executive Officer of CLH, who was also the President of Cemex Colombia, resigned from both positions. On October 4, 2016, in order to strengthen levels of leadership, management and corporate governance practices, the Board of Directors of CLH resolved to split the roles of Chairman of the Board of Directors of CLH, Chief Executive Officer of CLH and President of Cemex Colombia, and appointed a new Chairman of the Board of Directors of CLH, a new Chief Executive Officer of CLH, a new President of Cemex Colombia and a new Vice President of Planning of CLH and Cemex Colombia. A new legal counsel for CLH and Cemex Colombia was also appointed during the fourth quarter of 2016.
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Additionally, pursuant to the requirements of Cemex, S.A.B. de C.V.’s and CLH’s audit committees, Cemex Colombia retained external counsel to assist CLH and Cemex Colombia to collaborate as necessary with the Attorney General’s Office, as well as to assist on other related matters. A forensic investigator in Colombia was also engaged.
Since 2012, and as of December 31, 2025, the Attorney General’s Office is investigating the irregularities in connection with the transactions conducted pursuant to the MOU and the Land MOU, as well as other matters regarding our business in Colombia. Such investigations are running their due course but have not been concluded, and, as such, we cannot predict what actions, if any, the Attorney General’s Office may implement. Any actions by the Attorney General’s Office and any actions taken by us in response to the aforementioned irregularities regarding the Maceo Project, including, but not limited to, the termination of employment and resignation of the aforementioned executives and further investigations in Colombia, could have a material adverse effect on our results of operations, liquidity and financial condition.
On December 7, 2020, CLH, acting as a shareholder of Cemex Colombia, filed a lawsuit before the Colombian Business Superintendency (Superintendencia de Sociedades de Colombia) seeking the invalidity and, alternatively, the nullity or the inexistence of the equity contribution in-kind carried out by Cemex Colombia to ZOMAM on December 11, 2015 by means of which a portion of the Maceo Plant’s assets were contributed to this entity. On January 29, 2021, CLH reformed the lawsuit in order to include Cemex Colombia as plaintiff along with CLH. The reformed lawsuit was admitted on May 5, 2021. On December 6, 2022, the Colombian Business Superintendency denied the claims of the lawsuit, ruling Cemex Colombia as the rightful shareholder of ZOMAM and that the contribution was lawful, and therefore, on December 13, 2022, CLH and Cemex Colombia filed an appeal for this decision to be reviewed. In March 2023, the court reviewing the appeal issued a ruling that confirmed the decision made by the Colombian Business Superintendency. Cemex Colombia and CLH filed a clarification and addition request. Such request was denied on June 1, 2023, and thus, on June 8, 2023, Cemex Colombia and CLH filed an extraordinary cassation appeal. On June 30, 2023, the cassation appeal was admitted by the court reviewing CLH’s and Cemex Colombia’s appeal. Thus, the docket of the proceeding was sent to the Colombian Supreme Court, which in turn accepted the extraordinary cassation appeal on August 24, 2023. The cassation lawsuit was timely filed on October 13, 2023. On June 6, 2024, the cassation lawsuit was admitted by the Colombian Supreme Court. Consequently, on June 28, 2024, ZOMAM filed its response to the cassation lawsuit. On July 3, 2024, the docket of the proceeding was assigned to the corresponding Colombian Supreme Court judge for the Colombian Supreme Court to review and issue its final ruling on the matter. As of December 31, 2025, the decision of the Colombian Supreme Court is pending.
Both the December 2022 and the March 2023 rulings clearly stated that the capitalization was legal and complied with applicable laws, thus, if confirmed in final instance by the Colombian Supreme Court, it would have no significant impact as it would recognize Cemex Colombia as the shareholder of ZOMAM. If a favorable final resolution is obtained, the aforementioned capitalization would be reversed and the assets contributed to ZOMAM, which had an approximate value of $43 million, would revert to Cemex Colombia in exchange for the shares in ZOMAM that had been issued as a result of this capitalization. These effects would only be reflected in Cemex Colombia’s financial statements if a final favorable resolution is obtained. Given ZOMAM’s consolidation, no effects in our consolidated financial statements would arise from a potential favorable resolution.
On March 12, 2024, Corporación Cementera Latinoamericana S.L.U. (“CCL”), a Cemex indirect subsidiary, filed a collection lawsuit against ZOMAM, to recover $32.6 million plus interest, which ZOMAM owes to CCL according to a loan agreement executed between the parties on December 22, 2015. On March 21, 2024, the appointed first instance judge admitted the lawsuit and, therefore, issued a payment order against ZOMAM. ZOMAM filed a reconsideration petition on April 18, 2024, which was subsequently dismissed by the appointed judge on June 12, 2024. On August 18, 2024, the initial hearing took place, wherein ZOMAM requested that the SAE, ZOMAM’s
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administrator, be able to intervene in the proceeding. However, the first instance judge denied the request and thus, ZOMAM filed an appeal for a second instance judge to review the decision that denied the SAE to intervene in the proceeding. On November 13, 2024, the second instance judge ordered to allow the SAE to intervene in the proceeding. Given that the SAE is a public entity domiciled in a different jurisdiction from the initial appointed first instance judge, the docket was submitted to be appointed to a new judge in the new jurisdiction. On December 10, 2024, the new judge was appointed. As of December 31, 2025, we believe an unfavorable resolution should not have a material adverse impact on our business, financial condition, liquidity, and results of operations.
Investigations Related to Ongoing Matters in Colombia and Certain Other Countries
As discussed in “Item 4. Information on the Company—Regulatory Matters and Legal Proceedings—Other Legal Proceedings—Maceo, Colombia—Legal Proceedings in Colombia,” internal audits and investigations by Cemex, S.A.B. de C.V. and CLH had raised questions about payments relating to the Maceo Project. The payments made to the Representative in connection with the Maceo Project did not adhere to Cemex, S.A.B. de C.V.’s and CLH’s internal controls. As announced on September 23, 2016, the CLH and Cemex Colombia officers responsible for the implementation and execution of the above-referenced payments were terminated and the then Chief Executive Officer of CLH resigned. In December 2016, Cemex, S.A.B. de C.V. received subpoenas from the SEC seeking information to determine whether there have been any violations of the U.S. Foreign Corrupt Practices Act stemming from the Maceo Project. We had previously disclosed that it was possible that the DOJ and other investigatory entities in other jurisdictions could also open investigations into this matter. In this regard, on March 12, 2018, the DOJ issued a grand jury subpoena to Cemex, S.A.B. de C.V. relating to its operations in Colombia and other jurisdictions. These subpoenas do not mean that the SEC or DOJ have concluded that Cemex, S.A.B. de C.V. or any of its affiliates violated the law. Cemex, S.A.B. de C.V. has cooperated fully and on or before 2020 produced to the SEC and DOJ all requested information and documentation. If required to do so by the authorities, Cemex intends to continue to cooperate fully with the SEC, the DOJ, the Attorney General’s Office and any other investigatory entity in Colombia or in any other country. As of December 31, 2025, Cemex, S.A.B. de C.V. is unable to predict the formal duration, scope, or outcome of the SEC or DOJ investigations, or any other investigation that may arise in Colombia or any other country, or, because of the current status of the SEC and DOJ investigations, the potential sanctions which could be imposed on Cemex, S.A.B. de C.V., or if such sanctions, if any, would have a material adverse impact on Cemex, S.A.B. de C.V.’s consolidated results of operations, liquidity or financial position. However, considering we have not received any request for information from either the SEC or DOJ since 2020 and that we produced all requested information by 2020, we believe that these investigations are possibly no longer being actively pursued by the SEC and DOJ.
Maceo, Colombia—Operational Matters
On October 27, 2016, CLH postponed the commencement of operations of the Maceo Plant given that, among several other factors, Cemex Colombia had not received the environmental and construction permits required to finalize the access road to such cement plant at the time and considered that the only existing access to such cement plant could not guarantee safety or operations and could limit the capacity to transport products from the cement plant. As of December 31, 2025, the access road has been substantially completed, the commissioning of the Maceo Plant has been concluded and the Maceo Plant is in full operation.
On May 21, 2021, Cemex Colombia and ZOMAM submitted a new request to expand the free trade zone that covers the Maceo Project in order to commission a new clinker line at such cement plant. On June 15, 2022, the corresponding authority issued the resolution by means of which the requested extension was granted, expanding the zone by 144,712.24 m2, for a total of 336,438.24 m2.
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Cemex Colombia determined that the area covered by the Environmental License related to the Maceo Project partially overlapped with a District of Integrated Management (Distrito de Manejo Integrado) (“DIM”), which could limit the granting of the Environmental License modification. On October 9, 2017, Cemex Colombia filed a petition with the Regional Autonomous Corporation of Antioquia (“Corantioquia”) to subtract from the DIM the zoning area covered by the Environmental License related to the construction by Cemex Colombia of the Maceo Project, in order to avoid any overlap between them.
On September 3, 2019, Cemex Colombia was notified of a favorable decision issued by the Corantioquia Board of Directors to approve subtracting from the DIM an area of 169.2 hectares of the municipality of Maceo. Cemex Colombia will be responsible for managing the execution of the environmental compensations requested by the Corantioquia Board of Directors.
The mining concession and the Environmental License related to the Maceo Project were held by different legal entities, which is contrary to typical procedure in Colombia. CI Calizas assigned the mining concession and the Environmental License to Central de Mezclas S.A. (“Central de Mezclas”), a subsidiary of Cemex Colombia, in October 2012 and December 2013, respectively. However, in December 2013, the mining concession was assigned back to CI Calizas as a result of the revocation of such mining concession by the Mining Secretariat (Secretaría de Minas) of Antioquia. During the second half of 2016, Corantioquia, the regional environmental agency with jurisdiction over the Maceo Project, requested authorization and consent from Central de Mezclas to reverse the assignment of the Environmental License back to CI Calizas.
On February 22, 2018, Central de Mezclas granted such authorization. Cemex Colombia had previously requested a modification to the Environmental License to 950,000 tons of cement per annum, which Corantioquia denied. On July 17, 2020, Cemex Colombia submitted a new request to modify the Environmental License to expand its production to 950,000 tons of cement per annum as initially planned. On February 2, 2021, Corantioquia issued a resolution authorizing CI Calizas’ request to modify the Environmental License and CI Calizas challenged such determination to further clarify the details and extent of the Environmental License. Following this challenge, on February 12, 2021, Corantioquia resolved to modify the Environmental License, allowing the extraction of up to 990,000 tons of minerals (clay and limestone) and up to 1,500,000 metric tons of cement annually. On October 22, 2021, a request for amendment of the Environmental License of Maceo Plant was filed with Corantioquia, by means of which CI Calizas requested to increase the scope of the production of exploding annually up to 1,924,000 tons of clay and limestone, among other requests. On June 27, 2023, the Colombian National Environmental Authority (Autoridad Nacional de Licencias Ambientales) (“ANLA”) commenced with the study of CI Calizas’ request. On November 15, 2024, the ANLA shelved CI Calizas’ request, and thus, on December 2, 2024, CI Calizas filed a reconsideration petition against the request denial. On February 3, 2025, the reconsideration petition was denied and the shelving decision confirmed. As of December 31, 2025, we expect to submit a new request to modify the Environmental License to expand production capacity; however, we believe that the failure to modify the Environmental License would not have a material adverse impact on our operations, results of operations, liquidity and financial condition.
On August 29, 2020, Cemex Colombia received a favorable opinion from Corantioquia and the relevant municipality, which deems the industrial and mining use of the land where the Maceo Project is located as suitable. As of December 31, 2025, further requirements are still in process of being fulfilled.
Given that all conditions under the New Lease Agreement have been met except for the modification of the Environmental License to expand production capacity, on May 1, 2025, the Initiation Act pursuant to the New Lease Agreement was executed for the commissioning of the Maceo Plant. As of December 31, 2025, Cemex Colombia and Central de Mezclas have concluded the commissioning of the Maceo Plant and the Maceo Plant is in full operation.
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The modification of the Environmental License is not a required condition for the execution of the Initiation Act of the commissioning of the Maceo Plant. As of December 31, 2025, we do not expect to suffer a material adverse impact to our results of operations, liquidity and financial condition as a result of any pending resolution relating to the Domain Extinction Proceeding against the Affected Assets.
Cebu Cease and Desist Order
On September 20, 2018, a landslide occurred in Sitio Sindulan, Barangay Tina-an, Naga City, Cebu, Philippines (the “Landslide”), a site located within an area covered by mining rights of ALQC. At the time, we were an indirect minority shareholder of ALQC, the principal raw material supplier of one of our former subsidiaries in the Philippines, APO Cement Corporation (“APO”).
On December 2, 2024, after we divested our operations and assets in the Philippines, the Office of the Governor of the Province of Cebu, in the Philippines, issued a cease-and-desist order effective for 30 days (the “Cebu Cease and Desist Order”) to ALQC regarding all the earth-moving operations within its mineral production sharing agreement (the “MPSA”) areas. These areas cover the quarry owned by ALQC, which supplies limestone to APO’s cement plant. The Cebu Cease and Desist Order also refers to the previously disclosed Landslide, which occurred in 2018. Additionally, in compliance with the Cebu Cease and Desist Order, the Office of the City Mayor of Naga, Cebu, ordered municipal authorities to conduct regular inspections of the MPSA areas, including an environmental audit, comprehensive area risk assessment and determination of the carrying capacity of the MPSA areas. The Cebu Cease and Desist Order was extended several times but later annulled by the Philippine Court of Appeals. After the Province of Cebu filed a motion for reconsideration, the Philippine Court of Appeals confirmed the annulment of the Cebu Cease and Desist Order on July 30, 2025. The Province of Cebu did not file any motion for reconsideration or appeal against this resolution within the legally prescribed term; and, therefore, as of December 31, 2025, the annulment of the Cebu Cease and Desist Order is expected to be definitive once the Philippine Court of Appeals issues the corresponding entry of judgment and certificate of finality.
On December 16, 2024, Impact Assets Corporation (“IAC”), a company in the Philippines in which we had a 40% equity interest at the time and which is the former shareholder of ALQC, executed, with other parties, an undertaking of support addressed to the Governor of Cebu in the Philippines under which IAC pledged to (i) comply with all environmental regulations and (ii) consult with certain government offices to get their feedback on the environmental impact of the operations of ALQC. These undertakings were made in connection with the past, current and/or future operations of ALQC in the Province of Cebu, in the Philippines.
Following the divestment of our now former operations in the Philippines (the “Philippines Divestment”), since December 2, 2024, Cemex no longer has any equity interest in CHP, APO or ALQC. Any claim from the Province of Cebu, Philippines, arising from this proceeding should be directed to ALQC. However, if ALQC were determined to be liable for any operations that took place prior to December 2, 2024, the Philippines Divestment purchasers could, contingent on several factors, have claims against Cemex under the terms of the Philippines Divestment’s main transactional documents. As of December 31, 2025, in the event any claims by the Philippines Divestment purchasers are brought and then ultimately resolved against us, we are not able to determine if any such adverse resolution would have a material adverse impact on our business, financial condition, liquidity, and results of operations.
As of December 31, 2025, we cannot assess with certainty if we will be liable for any undertakings entered into by IAC with the authorities in Cebu, the Philippines, but based on the precedents of the legal and administrative actions that had already been decided by authorities in the Philippines, but we believe that it is unlikely that there would be a material adverse impact on our results of operations, liquidity and financial condition resulting from any actions, if any are taken against us, by authorities in the Philippines related to the Cebu Cease and Desist Order.
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UK Claim for Compensation pursuant to a Compulsory Purchase Order
On June 29, 2023, Cemex UK Operations Limited filed a claim with the Upper Tribunal Lands Chamber (the “Lands Tribunal”) seeking compensation from the UK Secretary of State following the compulsory acquisition of Cemex’s leasehold interest in land and buildings at Washwood Heath, Birmingham, where Cemex operated railway sleeper, aggregates, and asphalt businesses. The land was acquired in connection with the construction and operation of a high-speed rail line between London and the West Midlands (High Speed 2 or “HS2”). Cemex’s claim elements comprise of the market value of its leasehold interests in its former site, disturbance losses, including loss of profits suffered as a result of the compulsory acquisition, professional fees and statutory loss payments. In June 2022, Cemex received an initial advance payment of £14 million ($18.86 million as of December 31, 2025, based on an exchange rate of £0.74 to $1.00) as partial compensation for the land, as well as other assets, and loss of profits. In December 2024, mediation talks between Cemex and the UK Secretary of State took place; however, besides settlement of discrete elements of the claim and a further advance payment of £9 million ($12.12 million as of December 31, 2025, based on an exchange rate of £0.74 to $1.00), no definite settlement was agreed and so the matter proceeded to trial. In September 2025, Cemex received a further advance payment from the Department for Transport, which funds HS2, of £9 million ($12.12 million as of December 31, 2025, based on an exchange rate of £0.74 to $1.00). On November 18, 2025, the Lands Tribunal ruling was rendered and we were awarded a sum of £29.93 million ($40.33 million as of December 31, 2025, based on an exchange rate of £0.74 to $1.00) for those parts of our claim that remained outstanding following the first hearing held in January 2025. As of December 31, 2025, the total compensation payable to Cemex totals £56.04 million ($75.73 million as of December 31, 2025, based on an exchange rate of £0.74 to $1.00) and we also expect to recover statutory interest and legal costs, to be determined. The advance payments received as of December 31, 2025 are £32.75 million ($44.26 million as of December 31, 2025, based on an exchange rate of £0.74 to $1.00) and the amount pending to be collected is £23.28 million ($31.46 million as of December 31, 2025, based on an exchange rate of £0.74 to $1.00). The sum of the advance payments already made to Cemex from the Department for Transport will be deducted. As of December 31, 2025, we cannot assess with certainty whether the Lands Tribunal’s ruling rendered on November 18, 2025 will be appealed by the Secretary of State for Transport. As of December 31, 2025, we believe an adverse resolution, if given an appeal, would not have a material adverse impact on our results of operations, liquidity, and financial condition.