西麦斯 2025年年度报告和过渡报告

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM 20-F (Mark One)☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGEACT OF 1934OR☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2024OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934OR☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934Date of event requiring this shell company reportFor the transition period from toCommission file number 1-14946 (Exact name of Registrant as specified in its charter) Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligationsunder those Sections.Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of 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 such files).Yes☑No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “largeaccelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 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 to use theextended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codificationafter 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 its audit 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 filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP☐International Financial Reporting Standards as issuedby the International Accounting Standards Board☑ Other☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17☐Item18☐ TABLE OF CONTENTS PART I Item 1—Identity of Directors, Senior Management and AdvisorsItem 2—Offer Statistics and Expected TimetableItem 3—Key InformationItem 4—Information on the CompanyItem 4A—Unresolved Staff CommentsItem 5—Operating and Financial Review and ProspectsItem 6—Directors, Senior Management, and EmployeesItem 7—Major Shareholders and Related Party TransactionsItem 8—Financial InformationItem 9—The Offer and ListingItem 10—Additional InformationItem 11—Quantitative and Qualitative Disclosures About Market RiskItem 12—Description of Securities Other Than Equity Securities PART II Item 13—Defaults, Dividend Arrearages and DelinquenciesItem 14—Material Modifications to the Rights of Security Holders and Use of Proceeds Item 15—Controls and Procedures336Item 16—Reserved337Item 16A—Audit Committee Financial Expert337Item 16B—Code of Ethics337Item 16C—Principal Accountant Fees and Services339Item 16D—Exemptions from the Listing Standards for Audit Committees340Item 16E—Purchases of Equity Securities by the Issuer and Affiliated Purchasers340Item 16F—Change in Registrant’s Certifying Accountant340Item 16G—Corporate Governance340Item 16H—Mine Safety Disclosure346Item 16I—Disclosure Regarding Foreign Jurisdictions that Prevent Inspections346Item 16J—Insider Trading Policies346Item 16K—Cybersecurity346Part IIIIII-1Item 17—Financial StatementsIII-1Item 18—Financial StatementsIII-1Item 19—ExhibitsIII-1 Table of Contents INTRODUCTION INTRODUCTION Cemex, S.A.B. de C.V. is incorporated as a publicly traded variable stock corporati