As filed with the Securities and Exchange Commission
on October 28, 2025
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FERROVIAL SE
(Exact name of registrant as specified in its charter)
| The Netherlands |
98-1732985 |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Gustav Mahlerplein 61-63
Symphony
Towers, 14th Floor
1082 MS Amsterdam
The Netherlands
Tel: +31 20 798 37 00
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
DIRECTOR SHARE PLAN OF FERROVIAL SE
(Full title of the plan)
CT Corporation System
28 Liberty Street
New York, NY 10005
(Name and address for agent for service)
+1 212 894 8940
(Telephone number, including area code, of agent
for service)
| Copies to: |
|
Evan Simpson
Sullivan & Cromwell LLP
1 New Fetter Lane
London EC4A 1AN
United Kingdom
+44 (0)20 7959-8426 |
Tijmen Klein Bronsvoort
De Brauw Blackstone Westbroek N.V.
Burgerweeshuispad 201
1076 GR Amsterdam
The Netherlands
+31 20 577 1357 |
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
¨ |
Accelerated filer |
¨ |
| Non-accelerated filer |
x |
Smaller reporting company |
¨ |
| |
|
Emerging growth company |
¨ |
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act.
EXPLANATORY NOTE
This Registration Statement on Form S-8 (the
“Registration Statement”) is being filed by Ferrovial SE (the “Registrant”) for the purpose of registering 50,000
ordinary shares, €0.01 par value per share, of the Registrant (“Ordinary Shares”) for issuance under the Director Share
Plan of Ferrovial SE.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The
information specified in Item 1 and Item 2 of Part I of Form S-8 to be contained in the Section 10(a) prospectus is
omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended
(the “Securities Act”), and the introductory note to Part I of Form S-8. The documents containing the information
specified in Part I of Form S-8 will be delivered to the participants in the plan covered by this Registration Statement as
specified by Rule 428(b)(1) under the Securities Act. These documents and the documents incorporated herein by reference pursuant
to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities
and Exchange Commission (the “Commission”) by the Registrant are incorporated herein by reference (other than, in each case,
documents or information deemed to have been furnished and not filed in accordance with Commission rules) by the Registrant:
| (a) | the Registrant’s Annual Report on Form
20-F for the year ended December 31, 2024, accepted on February 27, 2025 and filed with the Commission on February 28, 2025
(File No. 001-41912); and |
| (b) | the description of the Registrant’s ordinary shares, €0.01 par value per share, contained in Exhibit
2.1 to the Registrant’s Annual Report on Form
20-F for the year ended December 31, 2024, accepted on February 27, 2025 and filed with the Commission on February 28, 2025
(File No. 001-41912), including any amendments or reports filed for the purpose of updating such description. |
All reports and other documents subsequently filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and, to the extent designated therein, certain Reports of Foreign Private Issuer on Form 6-K furnished by the Registrant
to the Commission, in each case, subsequent to the effective date of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement indicating that all securities offered under the Registration Statement have been sold, or deregistering
all securities then remaining unsold, are also incorporated herein by reference and shall be a part hereof from the date of the filing
or furnishing of such documents.
Any statement contained in this Registration Statement,
in an amendment hereto or in a document incorporated or deemed incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document
or report which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement in such document. Any
statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors
and Officers.
Under
Dutch law, the management of a company is a joint undertaking and each director can be held jointly and severally liable to the
Registrant for damages in the event of improper or negligent performance of their duties. Directors may incur additional specific civil
liabilities (including vis-à-vis third parties) and criminal liabilities. All directors are jointly and severally liable for failure
of one or more co-directors. An individual director is only exempted from liability if he or she proves that he or she cannot be held
seriously culpable for the mismanagement and that he has not been negligent in seeking to prevent the consequences of the mismanagement.
In this regard a director may, however, refer to the allocation of tasks between the directors.
The Registrant has not itself indemnified, neither
in its articles of association or otherwise, the members of the Board of Directors. The Registrant does maintain insurance to insure its
directors and officers against certain liability relating to their conduct in their capacity as director or officer, subject to certain
limitations, including that the coverage of such insurance does not apply in case of a deliberately dishonest or a deliberately fraudulent
act.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have
been informed that in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits included as part of this Registration
Statement are as follows:
Exhibit
Number |
|
Description of Exhibit |
| 4.1 |
|
Articles
of Association of the Registrant (incorporated by reference to Exhibit 1.1 to the Registrant’s Registration Statement on Form
20-F (File No. 001-41912) filed on January 5, 2024). |
| 5.1* |
|
Opinion
of De Brauw Blackstone Westbroek N.V. |
| 23.1* |
|
Consent
of Ernst & Young, S.L., Independent Registered Public Accounting Firm. |
| 23.2* |
|
Consent
of De Brauw Blackstone Westbroek N.V. (included in Exhibit 5.1). |
| 24.1* |
|
Power
of Attorney (included on signature page hereto). |
| 99.1* |
|
Director
Share Plan of Ferrovial SE. |
| 107* |
|
Filing
Fee Table. |
* Filed herewith.
Item 9. Undertakings.
| (a) | The Registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
| (i) | to include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) | to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective Registration Statement; |
| (iii) | to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement; |
provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-8,
and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished
to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
| (2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering. |
| (b) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication
of such issue. |
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints Ignacio Madridejos Fernández and Ernesto López Mozo, and each of
them, as such individual’s true and lawful attorney in fact and agent with full power of substitution, for such individual in any
and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (including post-effective amendments),
and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys
in fact, proxy and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming
all that said attorneys in fact, proxy and agent, or the individual’s substitute, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities
Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Amsterdam, The Netherlands, on October 28, 2025.
| FERROVIAL SE |
|
| |
|
| By: |
/s/ Ignacio Madridejos Fernández |
|
| Name: |
Ignacio Madridejos Fernández |
|
| Title: |
Chief Executive Officer |
|
| |
|
| By: |
/s/ Ernesto López Mozo |
|
| Name: |
Ernesto López Mozo |
|
| Title: |
Chief Financial Officer |
|
Pursuant to the requirements of the Securities
Act of 1933, this registration statement on Form S-8 has been signed by the following persons in the capacities indicated on October 28,
2025.
| Signature |
|
Title |
| |
|
|
| /s/ Rafael del Pino Calvo-Sotelo |
|
Chairman of the Board and Executive Director |
| Rafael del Pino Calvo-Sotelo |
|
|
| |
|
|
| /s/ Óscar Fanjul Martin |
|
Vice Chairman of the Board |
| Óscar Fanjul Martin |
|
|
| |
|
|
| /s/ Ignacio Madridejos Fernández |
|
Chief Executive Officer and Executive Director |
| Ignacio Madridejos Fernández |
|
(Principal Executive Officer) |
| |
|
|
| /s/ María del Pino |
|
Director |
| María del Pino |
|
|
| |
|
|
| /s/ José Fernando Sánchez-Junco |
|
Director |
| José Fernando Sánchez-Junco |
|
|
| |
|
|
| /s/ Philip Bowman |
|
Director |
| Philip Bowman |
|
|
| |
|
|
| /s/ Hanne Sørensen |
|
Director |
| Hanne Sørensen |
|
|
| |
|
|
| /s/ Bruno Di Leo |
|
Director |
| Bruno Di Leo |
|
|
| |
|
|
| /s/ Juan Hoyos |
|
Lead Director |
| Juan Hoyos |
|
|
| /s/ Gonzalo Urquijo |
|
Director |
| Gonzalo Urquijo |
|
|
| |
|
|
| /s/ Hildegard Wortmann |
|
Director |
| Hildegard Wortmann |
|
|
| |
|
|
| /s/ Alicia Reyes |
|
Director |
| Alicia Reyes |
|
|
| |
|
|
| /s/ Ernesto López Mozo |
|
Chief Financial Officer |
| Ernesto López Mozo |
|
(Principal Financial Officer and Principal Accounting Officer) |
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE
UNITED STATES
Pursuant to the Securities Act of 1933, as amended,
the undersigned, the duly authorized representative in the United States of Ferrovial SE, has signed this registration statement in Houston,
Texas on October 28, 2025.
| Ferrovial Holding US Corp. |
|
| (Authorized Representative in the United States) |
|
| |
|
| By: |
/s/ Matthew W. Little |
|
| Name: |
Matthew W. Little |
|
| Title: |
President |
|
