Ferrovial N.V. (FER) SEC Filings

Ferrovial N.V. (FER) reports that a Ferrovial-led consortium has been selected to deliver Tennessee’s I-24 Southeast Choice Lanes in the Nashville area, the state’s first public-private partnership and largest single capital investment. The 26‑mile project will add choice lanes in both directions between Nashville and Murfreesboro to ease congestion.

The consortium, DriveTN, which includes Transurban and Tikehau Star Infra, will finance, design, build, operate and maintain the project. The investment is valued at $9.2 billion, with a projected $24.8 billion in concession value to Tennessee, reinforcing Ferrovial’s position in U.S. managed lanes alongside its existing express lane assets in Texas, North Carolina and Virginia.

Ferrovial N.V. plans to delist its ordinary shares from Euronext Amsterdam in September 2026 after trading activity has concentrated on Nasdaq Global Select Market and the Spanish stock exchanges. Euronext Amsterdam has approved the delisting request.

The company expects the last trading day in Amsterdam to be September 10, 2026, with delisting effective September 11, 2026. Euronext Amsterdam has represented only 0.15% of total average daily trading volume, while Nasdaq and the Spanish exchanges account for 59.21% and 40.63%, respectively. Ferrovial will maintain listings in the U.S. and Spain and remain subject to the Dutch corporate governance and regulatory framework.

Ferrovial N.V. furnishes an amended investor presentation after correcting the disclosed equity invested in 407 ETR and the debt maturity chart for New Terminal One (JFK) bonds; all other prior information is stated to remain unchanged.

The materials describe a North America–focused infrastructure group with a 13% Total Shareholder Return 10‑year CAGR, a $47B market cap and analysts’ valuations heavily concentrated in highways, which contribute 86% of total equity value. Over the past decade, infrastructure assets have generated €6.5B of dividends, alongside €5.3B of equity invested and the same amount returned via treasury shares and cash dividends.

Key toll‑road assets include a 48.29% stake in Toronto’s 407 ETR, which in 2025 produced C$2,009M revenue, C$1,687M EBITDA and C$1,500M dividends, and majority interests in US managed lanes with growing revenue per transaction. In airports, Ferrovial owns 49% of JFK’s New Terminal One, where Phase A has $9.0B in planned uses funded by $2.3B equity and long‑dated green bonds, and a 60% stake in Türkiye’s Dalaman Airport, which handled 5.6M passengers in 2025 versus 4.9M in 2019.

Ferrovial N.V. is reported to have 159,536,212 ordinary shares beneficially owned by Rafael del Pino Calvo‑Sotelo and Rijn Capital SARL, representing 22.3% of the outstanding class of ordinary shares, par value EUR 0.01 per share.

Both reporting persons have shared voting and dispositive power over 159,536,212 shares and no sole voting or dispositive power. The ownership is reported on a joint basis under a prior joint filing agreement referenced as an exhibit.

Ferrovial N.V. reports activity in its share repurchase program, which started on 15 December 2025, covering transactions from 29 June to 24 July 2026. Each of the four weeks in this period, the company bought 50,000 shares under the program.

Weighted average purchase prices per week ranged from €59.75 for 29 June–3 July to €55.80 for 20–24 July, with trades mainly on US trading venues and one day on the Spanish market. Cumulatively, by 24 July 2026 Ferrovial had repurchased 5,830,574 shares for a total of €338,954,232.41 under the program.

Ferrovial N.V. reported financial and operating results for the six months ended June 30, 2026, with revenue of EUR 4,701 million, up 5.2% reported and 11.3% like-for-like, and Adjusted EBITDA of EUR 746 million, up 13.9% reported and 21.6% like-for-like.

Growth was driven mainly by Highways, where revenue reached EUR 740 million (+15.8% like-for-like) and Adjusted EBITDA EUR 530 million, and by Construction, with revenue of EUR 3,700 million (+9.7% like-for-like) and a 3.5% Adjusted EBIT margin. US managed lanes delivered EUR 521 million of Adjusted EBITDA, and project dividends totaled EUR 378 million, including EUR 150 million from 407 ETR.

Despite stronger operating metrics, net profit attributable to the parent was EUR 258 million, down from 540 million a year earlier, as H1 2025 had large disposal gains and a Heathrow revaluation. Consolidated net debt stood at EUR 6,283 million, while ex‑infrastructure project companies held a net cash position of EUR 1,307 million and liquidity of EUR 4,747 million. The New Terminal One at JFK was 92% complete and now targets March 2027 for Phase A opening.

Ferrovial N.V. announced changes in the composition of its Board of Directors. José Fernando Sánchez-Junco resigned as Independent Non-Executive Director after 17 years on the Board, having previously served on the Board of Cintra from 2004 to 2009 and held roles including Executive Committee member, chair of the Nomination and Remuneration Committee, and Lead Director. The Board expressed its gratitude for his long-standing contribution to the Ferrovial group.

The Board appointed Sanjay E. Sarma as a Non-Executive Director, qualifying as an Independent Director, to fill the vacancy, with his appointment expected to be submitted to the next Shareholders Meeting. Sarma brings engineering degrees from the Indian Institute of Technology, Carnegie Mellon University and the University of California Berkeley, senior academic and leadership roles at MIT, and experience as co-founder, director and adviser to technology and energy companies. The Board believes his background in technology, innovation, digital transformation and advanced engineering will strengthen its capabilities and support Ferrovial’s long-term strategy.

Ferrovial N.V. states that it will release its financial and operating results for the second quarter and first half of 2026 on July 28, 2026, after the U.S. market closes.

The management team plans to present these results via webcast and conference call on July 29, 2026, at 3:00pm CEST (9:00am EDT), with access codes to be provided on the company’s investor relations website.

Ferrovial N.V. reports progress on its share repurchase program for its own shares, covering transactions from late May to late June 2026 across U.S. and European trading venues. As of 26 June 2026, the company had repurchased 5,630,574 shares for a total of 327,512,518.95 euro since the program began.

During 25–29 May 2026, Ferrovial bought 264,600 shares at a weighted average price of 59.33 euro, including purchases on CEUX, XMAD and U.S. venues. In early and mid-June, it added weekly blocks of 228,100 and 230,000 shares at weighted average prices of 57.36 and 57.27 euro, respectively.

For 22–26 June 2026, Ferrovial purchased 10,000 shares per day on U.S. trading venues at weighted average prices slightly above 61 euro, totalling 50.000 shares at 61.42 euro. The company notes that euro amounts for U.S. trades use the Bloomberg closing EUR‑USD exchange rate.