Ferrovial (FER) cancels 4.2M treasury shares and updates issued capital

Rhea-AI Filing Summary

Ferrovial SE has completed the cancellation of 4,200,000 treasury shares, a step that reduces the number of its own shares held by the company and slightly lowers its overall share count. As a result, Ferrovial’s issued share capital now amounts to EUR 7,295,553.72, represented by 729,555,372 shares. The company will request the delisting of the cancelled shares from the stock exchanges where they are listed. Ferrovial describes itself as a global infrastructure group focused on highways, airports and energy projects, with more than 22,500 employees and a strong presence in North America.

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 March 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 report on (i) the cancellation of 4,200,000 treasury

shares, and (ii) its new issued share capital.

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

(1) a press release dated March 11, 2026 as Exhibit 99.1.

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release issued by Ferrovial SE dated March 11, 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: March 11, 2026                                                                                     

By: /s/ Ernesto López Mozo

Ernesto López Mozo

Chief Financial Officer

1 / 2 FERROVIAL SE (“FERROVIAL”) ANNOUNCES THAT THE CANCELLATION OF 4,200,000 TREASURY SHARES HAS BECOME EFFECTIVE Amsterdam, 11 March 2026 – Ferrovial (Ticker: "FER") refers to (i) its announcement of 6 October 2025; and (ii) the Appendix I of the 2025 Ferrovial Management Report of the Integrated Annual Report, referring to a cancellation of up to a total of 10,500,460 treasury shares with a nominal value of EUR 0.01 each (the "FSE Shares"). As all the conditions and formalities necessary for share cancellation have been met, the total number of FSE Shares cancelled amounts to 4,200,000, which cancellation has become effective. As a result, Ferrovial’s issued share capital has been reduced by a nominal amount of EUR 42,000. Ferrovial’s issued share capital now amounts to EUR 7,295,553.72, represented by 729,555,372 FSE Shares. Ferrovial will request the delisting of the 4,200,000 cancelled FSE Shares from the stock exchanges on which they are listed. Forward-looking statements This announcement contains forward-looking statements, which include statements with respect to the cancellation of FSE Shares. 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 regarding estimates and projections provided by the Company and certain other sources with respect to the Company’s financial position, business strategy, plans, and objectives of management for future operations, dividends, capital structure, as well as statements that include the words “expect,” “aim,” “intend,” “plan,” “believe,” “project,” “forecast,” “estimate,” “may,” “will”, “should,” “target,” “anticipate” and similar statements of a future or forward-looking nature, or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Such statements may reflect various assumptions by the Company concerning anticipated results and are subject to significant business, economic and competitive uncertainties and contingencies, and known and unknown risks, many of which are beyond the Company’s control and may be impossible to predict. Any forecast made or contained herein, and actual results, will likely vary and those variations may be material. The Company makes no representation or warranty as to the accuracy or completeness of such statements, expectations, estimates and projections contained in this presentation or that any forecast made or contained herein will be achieved. Risks and uncertainties that could cause actual results to differ include, without limitation: risks related to our diverse geographical operations and business divisions; general economic and political conditions and events and the impact they may have on us, including, but not limited to, impacts on demand or public fund allocation in the industries in which we operate, volatility or increases in inflation rates and rates of interest, exchange rate fluctuations, increased costs and availability of materials, and other ongoing impacts including from, for example, changes in tariff regimes, the Russia/Ukraine conflict, and the Middle East conflict; our legal and regulatory risks given that we operate in highly regulated environments, and the impact of any changes in governmental laws and regulations, including but not limited to tax regimes or regulations; the fact that our business is derived from a small number of major projects; risks related to government contracting; the

2 / 2 impact of competitive pressures in our industries, including on bid success and pricing; risks related to our acquisitions, divestments and other strategic transactions that we may undertake; cyber threats or other technology disruptions; our ability accurately to develop estimates or the impact of changes in our underlying assumptions, with respect to project plans, including project timing and budgets, and our ability to meet contractual expectations with respect thereto; the impacts of accidents, disruptions, or other incidents at our project sites and facilities; our ability to obtain adequate financing or access to capital in the future as needed and the impact of reliance on joint venture and partnership arrangements; our reliance on and ability to locate, select, monitor, and manage subcontractors and service providers; the impact of certain swaps and hedging arrangements we enter into from time to time; limitations on our ability to declare and fund future dividends or other distributions, and distribution processes and timelines; 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, including changing or conflicting expectations in connection with sustainability and ESG matters; physical and transitional risks in connection with the impacts of climate change; risks related to the adequacy or existence of our insurance coverage and any non-recoverable losses; 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, 2025 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 a leading global infrastructure company transforming highways, airports, and energy around the world. Its distinctive integrated business model supports the entire lifecycle of complex projects, from design and financing to construction, operation and maintenance. The company has a global presence and employs more than 22,500 people worldwide. North America is Ferrovial’s growth engine, where it developed and is currently operating five Express Lanes across Texas, North Carolina and Virginia, and is managing the 407 ETR highway in Toronto, Canada. The company is also leading the development of the New Terminal One at JFK International Airport. Ferrovial shares trade under the ticker symbol FER on three stock markets: U.S. (Nasdaq100 Index), Spain (IBEX35), and the Netherlands. The company is included in globally recognized sustainability indices such as the Dow Jones Best-in-Class Index.

FAQ

What did Ferrovial (FER) announce in this Form 6-K?

Ferrovial announced that the cancellation of 4,200,000 treasury shares has become effective. This reduces its issued share capital and outstanding share count, and the company will request delisting of these cancelled shares from the stock exchanges where they were previously listed.

How did the treasury share cancellation affect Ferrovial’s share capital?

The cancellation of 4,200,000 treasury shares reduced Ferrovial’s issued share capital by a nominal EUR 42,000. After this reduction, issued share capital totals EUR 7,295,553.72, represented by 729,555,372 Ferrovial SE shares as stated in the announcement.

How many Ferrovial shares are now in issue after the cancellation?

Following the cancellation, Ferrovial’s issued share capital is represented by 729,555,372 shares. These are Ferrovial SE shares with a nominal value of EUR 0.01 each, reflecting the updated capital structure after removing the cancelled treasury shares from circulation.

What will happen to the 4,200,000 cancelled Ferrovial shares on stock exchanges?

Ferrovial will request the delisting of the 4,200,000 cancelled shares from the stock exchanges where they are listed. Delisting removes these cancelled securities from trading, aligning exchange records with the new, lower number of issued Ferrovial SE shares.

What type of company is Ferrovial and where does it operate?

Ferrovial is a global infrastructure company active in highways, airports, and energy. It operates complex projects from design to maintenance, has more than 22,500 employees worldwide, and highlights North America as its growth engine, including toll roads and the JFK New Terminal One project.

On which stock markets are Ferrovial shares traded and under what ticker?

Ferrovial shares trade under the ticker symbol FER in three markets: the Nasdaq Global Select Market in the U.S., the Spanish stock exchanges (IBEX35), and Euronext Amsterdam in the Netherlands, reflecting its cross-border listing profile and global investor base.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 8.4 KB