西麦斯美股招股说明书(2026-06-01版)

Guaranteed byCemex Corp. We are offering U.S.$aggregate principal amount of our% senior notes due 20(the “notes”). We will pay interest on the notes onandof each year, beginning on, 2026. The notes will mature on, 20. 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. The notes will rank equally in right of payment with all of our other unsecured and unsubordinated debt obligations from time to timeoutstanding. The guarantees will rank equally in right of payment with all of the Guarantor’s other unsecured and unsubordinated debt obligations fromtime to time outstanding. In the event of certain changes in the applicable rate of withholding taxes on interest (or amounts deemed interest), we may redeem the notes, inwhole but not in part, at a price equal to 100.0% of their principal amount plus accrued and unpaid interest and any Additional Amounts thereon to, butexcluding, 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, prior to, 20(the date that ismonths prior to the maturity date of the notes) (the “Par Call Date”), at a redemption price equal to thegreater of 100.0% of their principal amount and a “make-whole” amount described herein,plusaccrued and unpaid interest and any AdditionalAmounts 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 fromtime to time, on and after the Par Call Date, at 100.0% of their principal amountplusaccrued and unpaid interest and any Additional Amounts thereonto, 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 expecttrading in the notes on the NYSE 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 and the sectionsentitled “Risk Factors” in Cemex, S.A.B. de C.V.’s Annual Report on Form 20-F for the year ended December31, 2025 (the “2025Annual Report”) and Cemex, S.A.B. de C.V.’s report on Form 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 this prospectus supplement. THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE MEXICAN NATIONAL SECURITIES REGISTRY(REGISTRO NACIONAL DE VALORES) MAINTAINED BY THE MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION(COMISIÓN NACIONAL BANCARIA Y DE VALORES) (THE “CNBV”) AND THEREFORE MAY NOT BE OFFERED OR SOLDPUBLICLY IN MEXICO, EXCEPT THAT THE NOTES MAY BE OFFERED AND SOLD IN MEXICO TO INVESTORS THAT QUALIFYAS INSTITUTIONAL OR QUALIFIED INVESTORS SOLELY, PURSUANT TO THE PRIVATE PLACEMENT EXEMPTION SETFORTH IN ARTICLE 8 OF THE MEXICAN SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES). The information in this preliminary prospectus supplement and the accompanying prospectus to which it relates is not complete and may be changed. Thispreliminary prospectus supplement and the accompanying prospectus to which it relates are not an offer to sell these securities and are not soliciting an offer to buythese securities in any jurisdiction where the offer or sale is not permitted.THIS PROSPECTUS SUPPLEMENT IS SOLELY OUR RESPONSIBILITY AND HAS NOT BEEN REVIEWED OR AUTHORIZEDBY THE CNBV. THE TERMS AND CONDITIONS OF ANY OFFER OF NOTES WILL BE NOTIFIED TO THE CNBV FORINFORMATIONAL PURPOSES ONLY AND THE DELIVERY TO AND THE RECEIPT BY THE CNBV OF SUCH NOTICE DOES NOTCONSTITUTE OR IMPLY ANY CERTIFICATION AS TO THE INVESTMENT QUALITY OF THE NOTES OR OF OUR SOLVENCY,LIQUIDITY OR CREDIT QUALITY OR THE ACCURACY OR COMPLETENESS OF THE INFORMATION SET FORTH IN THISPROSPECTUS SUPPLEMENT. THE NOTES MAY NOT BE OFFERED, SOLD OR SUBJECT TO INTERMEDIATION ACTIVITIES INMEXICO, ABSENT AN AVAILABLE EXEMPTION UNDER THE LEY DEL MERCADO DE VALORES (MEXICAN SECURITIESMARKET LAW). IN MAKING AN INVESTMENT DECISION, ALL INVESTORS, INCLUDING ANY MEXICAN CITIZEN WHO MAYACQUIRE NOTES FROM TIME TO TIME, MUST RELY ON THEIR OWN EXAMINATION OF US AND ANY SUBSIDIARYGUARANTOR. None of the CNBV, the SEC or any U.S. state or foreign securities commission has approved or disapproved of these securities ordetermined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is acriminal 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, including Clearstream Banking,société anonyme(“Clearstream”), and Euroclear Bank S.A./N.V., as operator o