西麦斯美股招股说明书(2026-06-04版)

Cemex, S.A.B. de C.V. U.S.$1,500,000,000 5.750% Senior Notes due 2036 Guaranteed byCemex Corp. We are offering U.S.$1,500,000,000 aggregate principal amount of our 5.750% senior notes due 2036 (the “notes”). We will pay interest on the notes on June 5 andDecember 5 of each year, beginning on December 5, 2026. The notes will mature on June 5, 2036. Our subsidiary, Cemex Corp. (the “Guarantor”), has fully, irrevocably and unconditionally agreed to guarantee the payment of principal, premium, if any, interest,Additional Amounts (as defined herein) and all other amounts in respect of the notes. In the event of certain changes in the applicable rate of withholding taxes on interest (or amounts deemed interest), we may redeem the notes, in whole but not in part, at aprice equal to 100.0% of their principal amount plus accrued and unpaid interest and any Additional Amounts thereon to, but excluding, the redemption date. We will have the rightat our option to redeem the notes, in whole at any time or in part from time to time, prior to March 5, 2036 (the date that is three months prior to the maturity date of the notes) (the“Par Call Date”), at a redemption price equal to the greater of 100.0% of their principal amount and a “make-whole” amount described herein,plusaccrued and unpaid interest andany Additional Amounts thereon to, but excluding, the redemption date. We will have the right at our option to redeem the notes, in whole at any time or in part from time to time,on and after the Par Call Date, at 100.0% of their principal amountplusaccrued and unpaid interest and any Additional Amounts thereon to, but excluding, the redemption date.See “Description of Notes—Redemption of Notes” in this prospectus supplement. Currently, there is no public market for the notes. We intend to apply to list the notes on the New York Stock Exchange (“NYSE”), and we expect trading in the notes on theNYSE to begin within 30 days after the original issue date. Investing in the notes involves risks. See “Risk Factors” beginning on page S-7 of this prospectus supplement andthe sections entitled “Risk Factors” inCemex, S.A.B. de C.V.’s Annual Report on Form 20-F for the year ended December31, 2025 (the “2025 Annual Report”) and Cemex, S.A.B. de C.V.’s report onForm 6-K, filed with the Securities and Exchange Commission (the “SEC”) on June 1, 2026 (the “June 6-K”), which are incorporated by reference in thisprospectus supplement. (1)Plus accrued interest, if any, from June 5, 2026.(2)Before deducting expenses payable by us related to this offering. THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE MEXICAN NATIONAL SECURITIES REGISTRY (REGISTRONACIONAL DE VALORES) MAINTAINED BY THE MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION (COMISIÓN NACIONAL BANCARIAY DE VALORES) (THE “CNBV”) AND THEREFORE MAY NOT BE OFFERED OR SOLD PUBLICLY IN MEXICO, EXCEPT THAT THE NOTES MAY BEOFFERED AND SOLD IN MEXICO TO INVESTORS THAT QUALIFY AS INSTITUTIONAL OR QUALIFIED INVESTORS SOLELY, PURSUANT TO THEPRIVATE PLACEMENT EXEMPTION SET FORTH IN ARTICLE 8 OF THE MEXICAN SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES). THIS PROSPECTUS SUPPLEMENT IS SOLELY OUR RESPONSIBILITY AND HAS NOT BEEN REVIEWED OR AUTHORIZED BY THE CNBV. THETERMS AND CONDITIONS OF ANY OFFER OF NOTES WILL BE NOTIFIED TO THE CNBV FOR INFORMATIONAL PURPOSES ONLY AND THEDELIVERY TO AND THE RECEIPT BY THE CNBV OF SUCH NOTICE DOES NOT CONSTITUTE OR IMPLY ANY CERTIFICATION AS TO THEINVESTMENT QUALITY OF THE NOTES OR OF OUR SOLVENCY, LIQUIDITY OR CREDIT QUALITY OR THE ACCURACY OR COMPLETENESS OF THEINFORMATION SET FORTH IN THIS PROSPECTUS SUPPLEMENT. THE NOTES MAY NOT BE OFFERED, SOLD OR SUBJECT TO INTERMEDIATIONACTIVITIES IN MEXICO, ABSENT AN AVAILABLE EXEMPTION UNDER THE LEY DEL MERCADO DE VALORES (MEXICAN SECURITIES MARKETLAW). IN MAKING AN INVESTMENT DECISION, ALL INVESTORS, INCLUDING ANY MEXICAN CITIZEN WHO MAY ACQUIRE NOTES FROM TIME TOTIME, MUST RELY ON THEIR OWN EXAMINATION OF US AND ANY SUBSIDIARY GUARANTOR. None of the CNBV, the SEC or any U.S. state or foreign securities commission has approved or disapproved of these securities or determined if this prospectussupplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Delivery of the notes will be made in book-entry form through the facilities of The Depository Trust Company (“DTC”) for the accounts of its participants, includingClearstream Banking,société anonyme(“Clearstream”), and Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”), against payment in New York, NewYork on or about June 5, 2026. Joint Bookrunners BBVAING Table of Contents TABLE OF CONTENTS Prospectus Supplement CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPRESENTATION OF FINANCIAL INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCESUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSCAPITALIZATIONDESCRIPTION OF THE NOTESFORM OF NOTES, C