Ferrovial (FER) holders approve director slate, share issuance and buyback powers

Rhea-AI Filing Summary

Ferrovial reports that shareholders approved all resolutions at the 2026 Shareholders Meeting, including adoption of the 2025 annual accounts and discharge of directors for their 2025 duties.

Shareholders re-appointed four directors for three-year terms and appointed a new non-executive director for the same period. They also approved a 2026–2028 Performance Shares Plan for executive directors.

The meeting authorized the Board to issue ordinary shares and grant subscription rights for general purposes up to 10% of issued share capital, and for scrip dividends up to 5%. The Board may also limit or exclude pre-emptive rights within the same 10% and 5% limits, repurchase up to 10% of issued share capital, and cancel shares in one or more tranches. These powers run for 18 months from the meeting date, through 8 October 2027.

Shareholders also approved converting Ferrovial’s legal form from SE to N.V. and amending the articles of association. Advisory votes on the 2025 Remuneration Report and Climate Strategy Report were favourable.

Insights

Corporate governance analyst

Ferrovial secures broad shareholder backing for governance and capital flexibility.

Ferrovial received approval for its 2025 accounts, board discharges, and a largely unchanged board composition, suggesting continuity in oversight. The three-year terms and a new non-executive director appointment indicate incremental board refreshment rather than a major governance shift.

Capital-related authorizations allow the Board to issue ordinary shares and limit pre-emptive rights up to 10% of issued share capital for general purposes and 5% for scrip dividends, plus repurchase and cancel up to 10% over 18 months to 8 October 2027. These tools create room for both equity-funded initiatives and buybacks, but their actual impact depends on how the Board uses them.

Shareholders also backed a 2026–2028 Performance Shares Plan for executive directors and gave favourable advisory votes on the 2025 Remuneration Report and Climate Strategy Report. This combination points to current investor support for Ferrovial’s pay structures and climate approach as disclosed, while future filings will show how the new share authorities and performance plan are implemented.

Key Figures

General share issuance limit: 10% of issued share capital Scrip dividend issuance limit: 5% of issued share capital Buyback authorization: 10% of issued share capital +3 more

6 metrics

General share issuance limit 10% of issued share capital Board authorization for general purposes at 2026 Shareholders Meeting

Scrip dividend issuance limit 5% of issued share capital Board authorization for scrip dividends at 2026 Shareholders Meeting

Buyback authorization 10% of issued share capital Maximum ordinary shares the Board may acquire after 2026 Meeting

Authorization validity 18 months From 2026 Shareholders Meeting through 8 October 2027

Director term length Three years Re-appointments and new non-executive director term

Performance Shares Plan period 2026–2028 Executive Directors’ performance-based share plan duration

Key Terms

Performance Shares Plan, scrip dividends, pre-emptive rights, Remuneration Report, +2 more

6 terms

Performance Shares Plan financial

"Approval of a Performance Shares Plan for Executive Directors for the period 2026- 2028."

scrip dividends financial

"for purposes of scrip dividends, up to a maximum of 10% and 5%, respectively, of the Company’s issued share capital"

pre-emptive rights financial

"Authorization to the Board to limit or exclude pre-emptive rights for ordinary shares"

An investor's pre-emptive rights are the option given to existing shareholders to buy new shares before they are offered to the public or new investors, letting them maintain their percentage ownership and voting power. Think of it like a right of first refusal at a sale: it prevents ownership from being diluted by allowing current holders to keep the same stake, which matters because dilution can reduce influence and the share of future profits.

Remuneration Report financial

"The Remuneration Report and the Climate Strategy Report of the Company for the financial year 2025 were submitted"

A remuneration report is a formal disclosure that lists how much company leaders and board members are paid, including salaries, bonuses, stock awards, pension and other benefits, and explains the rules used to set that pay. Investors use it like a receipt or scorecard to judge whether management’s incentives are aligned with shareholder interests, to estimate ongoing costs, and to spot governance or risk issues that could affect a stock’s value.

Climate Strategy Report other

"The Remuneration Report and the Climate Strategy Report of the Company for the financial year 2025 were submitted"

articles of association regulatory

"Conversion of Ferrovial’s legal form from SE to N.V. and amendment of the articles of association."

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.

Form 6-K: How Foreign Companies Report to the SEC →

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 SE

___________________________

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

Ferrovial SE is submitting this current report on Form 6-K to announce the resolutions adopted at the

Shareholders Meeting held on 9 April 2026.

Attached to this current report on Form 6-K is:

(i) a press release dated April 9, 2026 as Exhibit 99.1.

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release issued by Ferrovial SE dated April 9, 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 SE

Date: April 9, 2026                                                                                     

By: /s/ Ernesto López Mozo

Ernesto López Mozo

Chief Financial Officer

1 / 1 FERROVIAL SE (“FERROVIAL” OR THE “COMPANY”) ANNOUNCES THE RESOLUTIONS ADOPTED AT ITS 2026 SHAREHOLDERS MEETING Amsterdam, 9 April 2026. Ferrovial (Ticker: "FER") announces that the following resolutions were adopted at its 2026 Shareholders Meeting: • Adoption of the annual accounts for the financial year 2025. • Discharge of the Directors in respect of the performance of their duties during the financial year 2025. • Re-appointment of Mr. Ignacio Madridejos as Executive Director and of Mr. Philip Bowman, Mr. Juan Hoyos and Mr. Gonzalo Urquijo as Non-Executive Directors. Appointment of Ms. Elisenda Bou-Balust as Non-Executive Director. All reappointments and appointment are for a three-year period. • Approval of a Performance Shares Plan for Executive Directors for the period 2026- 2028. • Conversion of Ferrovial’s legal form from SE to N.V. and amendment of the articles of association. • Authorization to the Board to issue ordinary shares and to grant rights to subscribe for shares (i) for general purposes; and (ii) for purposes of scrip dividends, up to a maximum of 10% and 5%, respectively, of the Company’s issued share capital at the date of the 2026 Shareholders Meeting. • Authorization to the Board to limit or exclude pre-emptive rights for ordinary shares (i) for general purposes; and (ii) for purposes of scrip dividends, up to a maximum of 10% and 5%, respectively, of the Company’s issued share capital at the date of the 2026 Shareholders Meeting. • Authorization of the Board to acquire ordinary shares up to an amount equal to 10% of the Company's issued share capital at the date of the 2026 Shareholders Meeting. • Cancellation of ordinary shares in a number to be determined by the Board. The cancellation may be implemented in one or more tranches. The aforementioned authorizations to the Board and cancellation of ordinary shares are valid for a period of 18 months from the date of the 2026 Shareholders Meeting, i.e. up to and including 8 October 2027. The Remuneration Report and the Climate Strategy Report of the Company for the financial year 2025 were submitted to the 2026 Shareholders Meeting for an advisory vote. The outcome of both advisory votes has been favourable. The voting results will be available on Ferrovial’s website (www.ferrovial.com).

FAQ

What did Ferrovial (FER) shareholders approve at the 2026 Shareholders Meeting?

Shareholders approved the 2025 annual accounts, discharged directors for their 2025 duties, renewed and added board members for three-year terms, backed a 2026–2028 Performance Shares Plan, authorized key share issuance, buyback and cancellation powers, and supported advisory votes on remuneration and climate reports.

What share issuance powers did Ferrovial (FER) shareholders grant the Board in 2026?

Shareholders authorized the Board to issue ordinary shares and grant subscription rights for general purposes up to 10% of issued share capital, and for scrip dividends up to 5%. They also allowed the Board to limit or exclude pre-emptive rights within the same 10% and 5% limits for these purposes.

How much of its own stock can Ferrovial (FER) repurchase under the 2026 resolutions?

The Board is authorized to acquire ordinary shares up to 10% of the company’s issued share capital as of the 2026 Shareholders Meeting. It may later cancel some or all of these shares in one or more tranches, within an 18-month validity period ending on 8 October 2027.

What changes to Ferrovial’s (FER) corporate structure were approved in 2026?

Shareholders approved converting Ferrovial’s legal form from a European Company (SE) to a Dutch public limited company (N.V.) and amending the articles of association. This legal change aligns the corporate form with Dutch law while keeping other operational details to be implemented by the Board.

What is the duration of Ferrovial’s new Performance Shares Plan for executives?

The Performance Shares Plan approved for executive directors covers the period 2026–2028. It links executive remuneration to performance over this three-year horizon, complementing shareholder-approved remuneration policies and the favourable advisory vote on Ferrovial’s 2025 Remuneration Report.

How long do Ferrovial’s 2026 capital and buyback authorizations remain valid?

The authorizations to issue shares, limit pre-emptive rights, repurchase up to 10% of issued share capital and cancel shares are valid for 18 months from the 2026 Shareholders Meeting, expiring on 8 October 2027 unless renewed at a future meeting.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 3.0 KB