Business Context and Reporting Period
This Form 6-K filing by Ternium S.A. serves as a notice of the Annual General Meeting of Shareholders scheduled for May 12, 2026. The filing relates to the Company's fiscal year ended December 31, 2025. The document includes the agenda for the meeting, a letter from the Chairman, and the proxy statement, but does not contain the full text of the 2025 Annual Report or consolidated financial statements, which are referenced as available on the Company's website.
Key Financial Metrics
While the filing does not provide a comprehensive income statement or balance sheet, it discloses specific figures regarding profitability and capital allocation for the year ended December 31, 2025:
- Net Profit: The Company reported a profit for the financial year of USD 722 million.
- Dividend Proposal: The Board proposes an Annual Dividend of USD 0.27 per share (USD 2.70 per ADS), totaling approximately USD 530 million (net of Treasury Shares).
- Dividend Composition: The proposed annual dividend includes an Interim Dividend of USD 0.09 per share (USD 177 million) paid in November 2025. The remaining Dividend Balance of USD 0.18 per share (USD 353 million) is proposed to be paid on May 15, 2026.
- Share Capital: As of the filing date, there are 2,004,743,442 ordinary shares issued. The Company holds 41,666,666 Treasury Shares.
- Revenue, Cash Flow, Margins, and Debt: The filing text does not provide clear values for revenue, operating cash flow, profit margins, or total debt levels.
Material Changes and Corporate Actions
The filing outlines several material corporate actions and governance updates to be voted upon:
- Dividend Policy: The Company proposes to pay the balance of the 2025 dividend out of the profit for the financial year, while the interim portion was paid from the share premium account.
- Board Composition: The Board proposes to maintain eight members and re-elect the current directors, including three independent directors (Mr. Decalf, Ms. Ghezzi, and Ms. Martinez Trigueros).
- Share Repurchase Authorization: Shareholders are asked to renew authorization for the Company to repurchase up to 10% of its issued and outstanding shares over a five-year period. The purchase price is constrained between 75% and 125% of the average closing price of the preceding five trading days.
- Auditor Appointment: PricewaterhouseCoopers Assurance is recommended for reappointment as independent auditors for the fiscal year ending December 31, 2026.
Guidance, Outlook, and Risks
The filing does not contain specific forward-looking guidance, revenue forecasts, or management commentary regarding market outlook for 2026. The document focuses on procedural matters for the shareholder meeting. Key risks and contingencies noted include:
- Voting Deadlines: Strict deadlines apply for shareholders to submit certificates and proxy forms (May 6, 2026) to exercise voting rights.
- Legal Reserve: The Company's legal reserve has reached 10% of subscribed capital, satisfying Luxembourg legal requirements for mandatory allocations.
- Share Repurchase Constraints: Any share repurchases must not reduce the Company's net assets below the sum of its capital stock plus undistributable reserves.
Investor Verification Checklist
- Verify the full 2025 Annual Report on the Ternium website to confirm revenue, EBITDA, and debt levels, as these are not detailed in this filing.
- Confirm the record date for dividend eligibility (May 6, 2026) and the payment date (May 15, 2026).
- Review the specific terms of the share repurchase program, particularly the 75%-125% price band relative to the 5-day average.
- Check the biographical details of the eight directors up for re-election to assess board continuity and independence.
- Ensure proxy instructions are submitted by the May 6, 2026 deadline to participate in the May 12, 2026 meeting.