Ferrovial completes conversion to Dutch N.V.

Ferrovial N.V. has completed a legal form conversion from a European Company (Societas Europaea, SE) to a Dutch public limited liability company (naamloze vennootschap, N.V.).

Rhea-AI Filing Summary

Ferrovial N.V. has completed a legal form conversion from a European Company (Societas Europaea, SE) to a Dutch public limited liability company (naamloze vennootschap, N.V.). The notarial deed for the conversion and related amendments to the articles of association were executed before a Dutch civil law notary.

The conversion became effective on 30 April 2026 under section 2:18 of the Dutch Civil Code, and the company’s legal and commercial name is now Ferrovial N.V. Ferrovial retains its legal personality, with all assets, liabilities, rights and obligations remaining with Ferrovial N.V., and its shares continue to be listed and traded on the same stock exchanges.

Key Figures

Conversion effective date: 30 April 2026 Dutch Civil Code reference: Section 2:18 Shareholders meeting approval date: 9 April 2026

3 metrics

Conversion effective date 30 April 2026 Date the conversion to Ferrovial N.V. became effective

Dutch Civil Code reference Section 2:18 Provision under which the conversion became effective

Shareholders meeting approval date 9 April 2026 Date shareholders approved the legal form conversion

Key Terms

Societas Europaea, naamloze vennootschap, notarial deed, Dutch Civil Code, +1 more

5 terms

Societas Europaea regulatory

"conversion of the Company’s legal form from a European Company (Societas Europaea, SE) into a Dutch public limited"

naamloze vennootschap regulatory

"into a Dutch public limited liability company (naamloze vennootschap or N.V.) (the “Conversion”)"

notarial deed regulatory

"The notarial deed for the Conversion, together with the related amendment of the articles of association, has been executed"

Dutch Civil Code regulatory

"the Conversion has become effective as of today, 30 April 2026, in accordance with the section 2:18 of the Dutch Civil Code"

articles of association regulatory

"the related amendment of the articles of association, has been executed today before a Dutch civil law notary"

A company's articles of association are its written rulebook that sets how the business is run, how decisions are made, and what rights owners and directors have—covering voting, meetings, appointment and removal of directors, share classes and dividend policies. For investors, these rules matter because they determine how easily control can change, what protections minority owners have, and how corporate actions (like issuing new shares or changing leadership) are approved, much like a home’s bylaws shaping what residents can and cannot do.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What legal change did Ferrovial (FER) announce in this 6-K filing?

Ferrovial completed a conversion of its legal form from a European Company (Societas Europaea, SE) into a Dutch public limited liability company (naamloze vennootschap, N.V.), with the company now named Ferrovial N.V. and its updated articles of association in force.

When did Ferrovial N.V.’s legal form conversion become effective?

The conversion became effective on 30 April 2026. On that date, the notarial deed for the conversion and the related amendment of the articles of association were executed before a Dutch civil law notary, making the new legal form and name Ferrovial N.V. operative.

Does Ferrovial N.V. retain the same assets and liabilities after the conversion?

Yes, Ferrovial N.V. retains the same legal personality. All assets, liabilities, rights, obligations and other legal relationships of Ferrovial SE remain with Ferrovial N.V., meaning the change is in legal form and name rather than a transfer of the underlying business or obligations.

Will Ferrovial (FER) shares continue trading on the same stock exchanges after the conversion?

Ferrovial’s shares remain issued and continue to be listed and traded on the same stock exchanges as before the conversion. The filing emphasizes continuity for shareholders, with the listing venues unchanged despite the shift to the Dutch N.V. legal form.

Where can investors find more information on Ferrovial N.V.’s conversion and new articles?

Investors can find more details in the agenda and explanatory notes for the 2026 Shareholders Meeting and in the updated articles of association, both available on Ferrovial’s website under the Annual Shareholders Meeting and Corporate Policies sections for shareholders and investors.

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

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Accepted by SEC EDGAR 04/30/2026 - 11:17 AM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 6-K

___________________________

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO

SECTION 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2026

Commission File Number: 001-41912

___________________________

Ferrovial N.V.

___________________________

Gustav Mahlerplein 61-63

Symphony Towers, 14th Floor

1082 MS Amsterdam

The Netherlands

Tel: +31 20798 37 02

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of

Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

EXPLANATORY NOTE

Following the resolution adopted at the shareholders meeting held on April 9, 2026, the conversion of Ferrovial SE

(hereafter, the “Company” or “Ferrovial”) from a Societas Europaea (SE) to a Dutch public limited liability

company (naamloze vennootschap or N.V.) was completed and became effective today, April 30, 2026. As a result

of this conversion, the name of the Company has changed to Ferrovial N.V. The Company’s articles of association

have been amended to reflect the new legal form, and are available on the Company’s website (https://

www.ferrovial.com/en/ir-shareholders/corporate-governance/corporate-policies/).

On April 30, 2026, Ferrovial N.V. has issued a press release announcing the completion of the conversion. A copy

of the press release is attached hereto as Exhibit 99.1.

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release issued by Ferrovial N.V. dated April 30, 2026.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant

has duly caused this report to be signed on its behalf by the undersigned, thereunto duly

authorized.

Ferrovial N.V.

Date: April 30, 2026                                                                                     

By: /s/ Ernesto López Mozo

Ernesto López Mozo

Chief Financial Officer

1 / 1 FERROVIAL N.V. (“FERROVIAL” OR THE “COMPANY”, Ticker: “FER”) ANNOUNCES THE EFFECTIVENESS OF THE CONVERSION OF ITS LEGAL FORM Amsterdam, 30 April 2026 Reference is made to the announcement dated 9 April 2026, regarding the resolutions adopted by Ferrovial Shareholders Meeting held on that date, including the approval of the conversion of the Company’s legal form from a European Company (Societas Europaea, SE) into a Dutch public limited liability company (naamloze vennootschap or N.V.) (the “Conversion”). The notarial deed for the Conversion, together with the related amendment of the articles of association, has been executed today before a Dutch civil law notary. As a result, the Conversion has become effective as of today, 30 April 2026, in accordance with the section 2:18 of the Dutch Civil Code, and the legal and commercial name of the Company is now Ferrovial N.V. The notarial deed will be filed with the Dutch Trade Register in due course. As previously communicated to Ferrovial’s shareholders, the Company retains its legal personality; all assets and liabilities, rights, obligations and other legal relationships of Ferrovial SE remain with Ferrovial N.V.; and Ferrovial’s shares remain issued and continue to be listed and traded on the same stock exchanges. Further information on the Conversion is available in the agenda and explanatory notes for the 2026 Shareholders Meeting at Annual Shareholders Meeting | Ferrovial, and the updated articles of association of Ferrovial can be found at Corporate Policies - Shareholders and Investors | Ferrovial

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 2.3 KB