Ferrovial announces the termination of its existing share repurchase program and the implementation of a new share repurchase program

Rhea-AI Summary

Ferrovial (Ticker: FER) has terminated its ongoing buyback program effective at today’s U.S. market close and will publish final repurchase totals. The company approved a New Repurchase Program authorized by the 24 April 2025 general meeting.

Key terms: maximum investment €800 million, cap of 15 million shares (~2.04% of share capital), purchases permitted from 15 December 2025 to 15 October 2026. Purchases will respect price and volume caps and comply with EU and U.S. rules. Goldman Sachs is engaged as broker to execute purchases independently. Amendments and transactions will be disclosed to regulators and published on Ferrovial's website.

Positive

• New program authorized with a €800 million maximum investment
• Cap of 15 million shares (~2.04% of issued capital)
• Program duration 15 Dec 2025–15 Oct 2026 provides execution window
• Goldman Sachs engaged as independent broker for purchases

Negative

• Repurchases deploy up to €800 million of company resources
• Maximum share cap (~2.04%) limits potential near‑term EPS accretion

News Market Reaction – FER

+1.05%

+1.05% Session close to close

In the Dec 15 session, FER gained 1.05%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement adds a sizable New Repurchase Program of up to EUR 800 million, capped at 15 milli...

Analysis

This announcement adds a sizable New Repurchase Program of up to EUR 800 million, capped at 15 million shares (around 2.04% of share capital), to Ferrovial’s capital‑return toolkit alongside recent cash and scrip dividends. The program runs from 15 Dec 2025 to 15 Oct 2026, with daily purchases capped at 25% of average daily volume. Investors may track execution disclosures, buyback pace versus this cap, and how it interacts with ongoing dividend distributions.

Key Figures

New buyback max investment: EUR 800 million Max shares to repurchase: 15 million shares Share capital percentage: 2.04% +5 more

8 metrics

New buyback max investment EUR 800 million Maximum amount under New Repurchase Program

Max shares to repurchase 15 million shares Cap on shares under New Repurchase Program

Share capital percentage 2.04% Portion of issued share capital covered by program

Daily volume cap 25% Max of average daily volume purchasable per day

Lookback period 20 trading days Period used to calculate average daily volume

Program duration 15 Dec 2025–15 Oct 2026 Authorized period for New Repurchase Program

Current market cap EUR 47,811,890,651 Market capitalization before this announcement

Current share price EUR 66.75 Price at time of context snapshot

Historical Context

5 past events · Latest: Dec 03 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Dec 03	Dividend details	Positive	+1.9%	Set per-share amount and total for interim cash dividend.
Nov 04	Dividend timing change	Positive	+0.6%	Accelerated payment date for interim scrip dividend.
Oct 29	Nine-month results	Positive	-0.6%	Reported revenue, EBITDA growth and major divestments/acquisitions.
Oct 28	Nine-month results	Positive	-1.3%	Detailed revenue, EBITDA, order book and balance sheet metrics.
Oct 15	Interim scrip dividend	Positive	+2.4%	Announced second 2025 interim scrip dividend totalling €342m.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent shareholder-return and solid-results announcements were generally received positively, though earnings-related news saw mild negative reactions.

Recent Company History

This announcement follows a series of shareholder-focused actions and solid operating updates. In October–November 2025, Ferrovial reported nine‑month 2025 revenue of €6.9 billion with adjusted EBITDA around €1.0 billion, alongside large portfolio moves and strong liquidity of €4.2 billion. Multiple scrip and cash dividend announcements in October–December 2025 delivered distributions of up to €342 million and €55.6 million. The new share repurchase program complements these capital return measures and continues the pattern of active balance sheet and equity management.

Key Terms

treasury shares, average daily volume, trading venue, market abuse

4 terms

treasury shares financial

"other transactions or corporate actions involving the assignment or disposition of treasury shares."

Treasury shares are a company’s own stock that it has repurchased and keeps on its books instead of canceling or leaving in the hands of outside investors. Think of them like coupons a business puts back in a drawer: they don’t vote or receive dividends while held, but they can be reissued later for employee pay or fundraising. For investors this matters because buybacks change the number of shares that count toward earnings and ownership, can boost per‑share metrics, and use corporate cash that might otherwise go to growth or dividends.

average daily volume market

"not purchase on any trading day more than 25% of the average daily volume of Ferrovial shares"

Average daily volume is the typical number of shares or contracts of a security traded each day, calculated by averaging daily trading amounts over a recent period. It matters to investors because it indicates how easy it is to buy or sell without moving the price—like traffic on a road: high volume is a busy freeway that lets many cars pass smoothly, while low volume can make large orders cause big price changes and higher costs.

View in glossary

trading venue market

"highest current independent purchase bid on the trading venue where the purchase is carried out."

A trading venue is any organized place or system where buyers and sellers meet to swap stocks, bonds or other securities, like a physical market or an online exchange. It matters to investors because the venue determines how easily orders are filled, how quickly prices move, what rules and fees apply, and how transparent pricing is — much like choosing a busy bazaar versus a small shop affects price, speed and cost.

market abuse regulatory

"does not constitute a buyback program under Regulation (EU) No. 596/2014 ... on market abuse"

Market abuse is illegal or unethical behavior that distorts the price or fairness of buying and selling financial assets, such as using secret information to trade, spreading false or misleading news, or creating fake buying and selling to give a false impression of demand. It matters to investors because it can cause unfair losses, unreliable prices and legal or reputational fallout; like cheating in a game or tampering with a scale, it destroys confidence that markets reflect true value.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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AMSTERDAM, Dec. 12, 2025 /PRNewswire/ -- Ferrovial SE ("Ferrovial" or the "Company", Ticker: "FER") announces that it has resolved to terminate, with effect from today's closing of the U.S. stock exchanges, the ongoing buyback program announced to the market on 14 March 2025 and commenced on 2 June 2025 (the "Current Program"). In accordance with applicable regulations, Ferrovial will provide details of the final repurchases of Ferrovial shares under the Current Program, including the total number of shares acquired and the total amount invested under the Current Program.    

Ferrovial also announces, in accordance with the authorization granted by the Company's general meeting held on 24 April 2025 under agenda item 10, that it has resolved to implement a new repurchase program of its shares (the "New Repurchase Program").

The New Repurchase Program will have the following characteristics:

(i) Purpose: To repurchase Ferrovial shares in the context of actions related to future projects consistent with the strategic objectives the Company intends to pursue, for industrial projects, or other transactions or corporate actions involving the assignment or disposition of treasury shares.

(ii) Maximum investment: EUR 800 million. In no case may the number of shares to be acquired under the New Repurchase Program exceed 15 million Ferrovial shares, representing approximately 2.04% of Ferrovial's issued share capital as of the date of this announcement.

(iii) Price and volume conditions: The shares will be acquired in accordance with the relevant authorization of the Company's general meeting.

Moreover, although the New Repurchase Program does not constitute a buyback program under Regulation (EU) No. 596/2014, of the European Parliament and of the Council, of 16 April, on market abuse, and its developing regulations, on the European markets, Ferrovial will not purchase shares at a price exceeding the higher of the following amounts: (a) the price of the last independent trade; or (b) the amount corresponding to the highest current independent purchase bid on the trading venue where the purchase is carried out. As regards volume, the Ferrovial will not purchase on any trading day more than 25% of the average daily volume of Ferrovial shares traded on the trading venue on which the purchase is carried out. The average daily volume of the Company's shares for the purposes of the aforementioned calculation will be based on the average daily volume traded in the twenty (20) trading days preceding the date of every purchase.

On the U.S. markets, Ferrovial shares will be acquired in accordance with the applicable U.S. federal securities laws.

(iv) Duration: The New Repurchase Program has been authorized for the period from 15 December 2025 up to 15 October 2026 (both dates included), without prejudice to the Company's ability to extend the program's duration in view of the prevailing circumstances and in the interest of the Company and its stakeholders. Likewise, Ferrovial reserves the right to terminate the New Repurchase Program, in accordance with applicable law, if, prior to its term, it has reached the maximum investment amount or the maximum number of shares authorized, or if any other circumstance makes it advisable to do so.

(v) Disclosures: Any amendments to the New Repurchase Program, as well as the transactions carried out, will be disclosed to the competent authority of the most relevant market in terms of liquidity as referred to in Article 26(1) of Regulation (EU) No 600/2014 (or any other regulatory authority to which, as the case may be, must be disclosed).

Transactions under the New Repurchase Program will also be published on the Company's website.

(vi) Broker: Goldman Sachs has been engaged to carry out purchases under the New Repurchase Program. Goldman Sachs will make the purchases on the Company's behalf and make all trading decisions independently of Ferrovial.

Forward-looking statements

This announcement contains forward-looking statements, which include statements with respect to the Ferrovial's share repurchase program, including its expected duration, maximum investment and purpose. Any express or implied statements contained in this announcement that are not statements of historical fact may be deemed to be forward-looking statements, including, without limitation, statements that include the words "expect," "will," "intend," "plan," "believe," "project," "forecast," "estimate," "may," "should," "anticipate" and similar statements of a future or forward-looking nature. Forward-looking statements are neither promises nor guarantees, but involve known and unknown risks and uncertainties that could cause actual results to differ materially from those projected, including, without limitation: risks related to our diverse geographical operations; risks related to our acquisitions, divestments and other strategic transactions that we may undertake; the impact of competitive pressures in our industry and pricing, including the lack of certainty and costs in winning competitive tender processes; general economic and political conditions and events and the impact they may have on us, including, but not limited to, volatility or increases in inflation rates and rates of interest, increased costs and availability of materials, and other ongoing impacts resulting from circumstances including changes in tariff regimes, the Russia/Ukraine conflict, and the Middle East conflict; the fact that our business is derived from a small number of major projects; cyber threats or other technology disruptions; our ability to obtain adequate financing in the future as needed; our approach to dividend or other distribution determinations and the  ability to pay dividends at current levels; our ability to maintain compliance with the continued listing requirements of Euronext Amsterdam, the Nasdaq Global Select Market and the Spanish Stock Exchanges; lawsuits and other claims by third parties or investigations by various regulatory agencies that we may be subject to; our ability to comply with our ESG commitments or other sustainability demands; the impact of any changes governmental laws and regulations, including but not limited to tax regimes or regulations; and the other important factors discussed under the caption "Risk Factors" in our Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission ("SEC") for the fiscal year ended December 31, 2024 which is available on the SEC website at www.sec.gov, as such factors may be updated from time to time in our other filings with the SEC. Any forward-looking statements contained in this announcement speak only as of the date hereof and accordingly undue reliance should not be placed on such statements. We disclaim any obligation or undertaking to update or revise any forward-looking statements contained in this announcement, whether as a result of new information, future events or otherwise, other than to the extent required by applicable law. Forward-looking statements in this announcement are made pursuant to the safe harbor provisions contained in the U.S. Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by relevant safe harbor provisions for forward-looking statements (or their equivalent) of any applicable jurisdiction.  

About Ferrovial 

Ferrovial is one of the world's leading infrastructure companies. The Company operates in more than 15 countries and has a workforce of over 25,000 worldwide. Ferrovial is triple listed on Euronext Amsterdam, the Spanish Stock Exchanges and Nasdaq and is a member of Spain's blue-chip IBEX 35 index. It is also included in globally recognized sustainability indices such as the Dow Jones Best in Class Index (former Dow Jones Sustainability Index) and strives to conduct its operations in compliance with the principles of the UN Global Compact, which the Company adopted in 2002.

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SOURCE Ferrovial

FAQ

What are the main terms of Ferrovial's new repurchase program (FER) announced 12 Dec 2025?

The program allows up to €800 million, up to 15 million shares (~2.04%), from 15 Dec 2025 to 15 Oct 2026.

Why did Ferrovial (FER) terminate its previous buyback on 12 Dec 2025?

Ferrovial resolved to terminate the ongoing program effective at the U.S. market close and will disclose final repurchase totals.

How will Ferrovial (FER) execute purchases under the new repurchase program?

Purchases will follow applicable EU and U.S. rules, respect price/volume caps, and be executed by Goldman Sachs independently.

When does Ferrovial's (FER) new repurchase program start and end?

The authorized period runs from 15 December 2025 up to and including 15 October 2026.

Will Ferrovial (FER) disclose transactions under the new repurchase program?

Yes; amendments and transactions will be disclosed to the competent market authority and published on the company's website.