Ferrovial SE announces that it has resolved to terminate, with effect from today’s closing of the U.S. stock exchanges, the ongoing buyback program announced to the market on 14 March 2025 and commenced on 2 June 2025. In accordance with applicable regulations, Ferrovial will provide details of the final repurchases of Ferrovial shares under the Current Program, including the total number of shares acquired and the total amount invested under the Current Program.
Ferrovial also announces, in accordance with the authorization granted by the Company’s general meeting held on 24 April 2025 under agenda item 10, that it has resolved to implement a new repurchase program of its shares.
The New Repurchase Program will have the following characteristics:
(i) Purpose: To repurchase Ferrovial shares in the context of actions related to future projects consistent with the strategic objectives the Company intends to pursue, for industrial projects, or other transactions or corporate actions involving the assignment or disposition of treasury shares.
(ii) Maximum investment: EUR 800 million. In no case may the number of shares to be acquired under the New Repurchase Program exceed 15 million Ferrovial shares, representing approximately 2.04% of Ferrovial’s issued share capital as of the date of this announcement. (iii) Price and volume conditions: The shares will be acquired in accordance with the relevant authorization of the Company’s general meeting.
Moreover, although the New Repurchase Program does not constitute a buyback program under Regulation (EU) No. 596/2014, of the European Parliament and of the Council, of 16 April, on market abuse, and its developing regulations, on the European markets, Ferrovial will not purchase shares at a price exceeding the higher of the following amounts: (a) the price of the last independent trade; or (b) the amount corresponding to the highest current independent purchase bid on the trading venue where the purchase is carried out. As regards volume, the Ferrovial will not purchase on any trading day more than 25% of the average daily volume of Ferrovial shares traded on the trading venue on which the purchase is carried out. The average daily volume of the Company’s shares for the purposes of the aforementioned calculation will be based on the average daily volume traded in the twenty (20) trading days preceding the date of every purchase. On the U.S. markets, Ferrovial shares will be acquired in accordance with the applicable U.S. federal securities laws.
(iv) Duration: The New Repurchase Program has been authorized for the period from 15 December 2025 up to 15 October 2026 (both dates included), without prejudice to the Company’s ability to extend the program’s duration in view of the prevailing circumstances and in the interest of the Company and its stakeholders. Likewise, Ferrovial reserves the right to terminate the New Repurchase Program, in accordance with applicable law, if, prior to its term, it has reached the maximum investment amount or the maximum number of shares authorized, or if any other circumstance makes it advisable to do so.
(v) Disclosures: Any amendments to the New Repurchase Program, as well as the transactions carried out, will be disclosed to the competent authority of the most relevant market in terms of liquidity as referred to in Article 26(1) of Regulation (EU) No 600/2014 (or any other regulatory authority to which, as the case may be, must be disclosed).
Transactions under the New Repurchase Program will also be published on the Company’s website.
(vi) Broker: Goldman Sachs has been engaged to carry out purchases under the New Repurchase Program. Goldman Sachs will make the purchases on the Company’s behalf and make all trading decisions independently of Ferrovial.
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