Ferrovial (FER) investors report 159.5M-share, 22.3% beneficial stake

Rhea-AI Filing Summary

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.

Key Figures

Beneficially owned shares: 159,536,212 shares Percent of class: 22.3% Shared voting power: 159,536,212 shares +3 more

6 metrics

Beneficially owned shares 159,536,212 shares Ordinary shares of Ferrovial N.V. reported as beneficially owned

Percent of class 22.3% Portion of Ferrovial N.V. ordinary share class beneficially owned

Shared voting power 159,536,212 shares Shares over which reporting persons share voting power

Shared dispositive power 159,536,212 shares Shares over which reporting persons share dispositive power

Par value per share EUR 0.01 per share Par value of Ferrovial N.V. ordinary shares

Event date 06/15/2026 Date associated with the Schedule 13G/A amendment

Key Terms

beneficially owned, shared voting power, shared dispositive power, percent of class, +1 more

5 terms

beneficially owned financial

"Item 4. | Ownership (a) | Amount beneficially owned: 159,536,212"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

shared voting power financial

"Shared Voting Power 159,536,212.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"Shared Dispositive Power 159,536,212.00"

percent of class financial

"Percent of class: 22.3%"

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

Schedule 13G/A regulatory

"Form type: SCHEDULE 13G/A"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

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

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Available on EDGAR 07/29/2026 - 12:21 PM Accepted by SEC EDGAR 07/29/2026 - 12:20 PM Learn about SEC filing dates

FAQ

What ownership stake in Ferrovial (FER) is reported in this Schedule 13G/A?

The reporting persons disclose beneficial ownership of 159,536,212 ordinary shares of Ferrovial N.V., representing 22.3% of the outstanding class of ordinary shares, par value EUR 0.01 per share.

Who are the reporting persons in the Ferrovial (FER) Schedule 13G/A amendment?

The Schedule 13G/A is filed on behalf of Rafael del Pino Calvo‑Sotelo, a citizen of Spain, and Rijn Capital SARL, a Luxembourg limited liability company organized under Luxembourg law.

What voting and dispositive powers are reported for Ferrovial (FER) shares?

The reporting persons state they hold 0 shares with sole voting or dispositive power and 159,536,212 shares with shared voting and shared dispositive power over Ferrovial N.V. ordinary shares.

What percentage of Ferrovial (FER) ordinary shares does 159,536,212 shares represent?

The filing reports that 159,536,212 ordinary shares of Ferrovial N.V. represent 22.3% of the class of outstanding ordinary shares, based on the company’s capital structure at the time.

Where are the reporting persons in the Ferrovial (FER) Schedule 13G/A based?

Rafael del Pino Calvo‑Sotelo’s principal business address is in Amsterdam, The Netherlands, and Rijn Capital SARL’s principal business address is in Luxembourg, Grand Duchy of Luxembourg.

Is there any sole beneficial ownership reported in the Ferrovial (FER) Schedule 13G/A?

No. The reporting persons state they have no sole voting or dispositive power over Ferrovial N.V. shares, only shared voting and dispositive power over 159,536,212 ordinary shares.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Ferrovial N.V.

(Name of Issuer)

Ordinary shares, par value EUR 0.01 per share

(Title of Class of Securities)

N3168P101

(CUSIP Number)

06/15/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): N3168P101

1

Names of Reporting Persons

Rafael del Pino Calvo-Sotelo

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

SPAIN

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 159,536,212.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 159,536,212.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

159,536,212.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

22.3 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

CUSIP Number(s): N3168P101

1

Names of Reporting Persons

Rijn Capital SARL

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

LUXEMBOURG

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 159,536,212.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 159,536,212.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

159,536,212.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

22.3 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Limited liability company

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Ferrovial N.V.
(b)	Address of issuer's principal executive offices: Gustav Mahlerplein 61-63, Symphony Towers, 14th Floor, Amsterdam, P7 1082 MS
Item 2.
(a)	Name of person filing: Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of: Rafael del Pino Calvo-Sotelo Rijn Capital SARL
(b)	Address or principal business office or, if none, residence: The principal business address for Rafael del Pino Calvo-Sotelo is: Gustav Mahlerplein 61-63 Symphony Towers, 14th Floor 1082 MS Amsterdam The Netherlands The principal business address for Rijn Capital SARL is: 51, Boulevard Grande-Duchesse Charlotte L-1331 Luxembourg Grand Duchy of Luxembourg
(c)	Citizenship: Rafael del Pino Calvo-Sotelo is a citizen of Spain. Rijn Capital SARL is organized under the laws of Luxembourg
(d)	Title of class of securities: Ordinary shares, par value EUR 0.01 per share
(e)	CUSIP No.: N3168P101
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 159,536,212
(b)	Percent of class: 22.3%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 159,536,212
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 159,536,212
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Rafael del Pino Calvo-Sotelo

Signature:	/s/ Rafael del Pino Calvo-Sotelo
Name/Title:	Rafael del Pino Calvo-Sotelo
Date:	07/29/2026

Rijn Capital SARL

Signature:	/s/ Rafael del Pino Fernandez-Fontecha
Name/Title:	Daily director
Date:	07/29/2026

Exhibit Information

Exhibit 99.1 - Joint Filing Agreement (incorporated by reference to Exhibit 99 to the Schedule 13G filed by the Reporting Persons with the SEC on November 1, 2024). https://www.sec.gov/Archives/edgar/data/1468522/000110465924113275/tm2426979d1_ex-99.htm