特尔尼翁钢铁 2025年年度报告和过渡报告

N/A(Translation of Registrant’s name into English) Grand Duchy of Luxembourg(Jurisdiction of incorporation or organization) *Ordinary shares of Ternium S.A. are not directly listed for trading but only in connection with the registration of American Depositary Shares whichare evidenced by American Depositary Receipts. Securities registered or to be registered pursuant to Section12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 2,004,743,442ordinary shares, par value $1.00 per share Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesxNoo If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d) of theSecurities Exchange Act of 1934.YesoNox Note – checking the box above will not relieve any registrant required to file reports pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934from their obligations under those Sections. Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements forthe past 90 days.YesxNoo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post suchfiles).YesxNoo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. Seedefinition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one): If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not touse the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the ExchangeAct.☐ †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its AccountingStandards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.o Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received byany of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).o Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected tofollow.Item 17oItem 18o If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).s☐ TABLE OF CONTENTS Item1.Identity of Directors,Senior Managementand Advisers7Item2.Offer Statistics and Expected Timetable7Item3.Key Information7Item4.Information on the Company31Item4A.Unresolved Staff Comments89Item5.Operating and Financial Review and Prospects89Item6.Directors,Senior Managementand Employees101Item7.Major Shareholders and Related Party Transactions111Item8.Financial Information113Item9.The Offer and Listing117Item10.Additional Information117Item11.Quantitative and Qualitative Disclosure About Market Risk130Item12.Description of Securities Other Than Equity Securities134 CERTAIN DEFINED TERMS In this annual report, unless otherwise specified or if the context so requires: •References to "shares" are to ordinary shares, par value $1.00, of Ternium S.A.; and references to “ADSs” are to the AmericanDepositary Shares, which are evidenced by American Depositary Receipts;•References to “billions” are to thousands of millions, or 1