Ferrari: Announcement of the Seventh Tranche of the Multi-Year Share Repurchase Program by Participating as a Purchaser in Exor’s Accelerated Bookbuild Offering

Rhea-AI Summary

Ferrari (NYSE/EXM: RACE) has announced its participation in Exor's accelerated bookbuild offering (ABO) by repurchasing up to 10% of Exor's total offering for a maximum of €300 million. This represents the seventh tranche of Ferrari's €2.0 billion multi-year share buyback program announced during the 2022 Capital Markets Day.

The company recently completed its sixth tranche on February 20, 2025, which involved purchasing 305,959 common shares on EXM for €130 million and 44,844 shares on NYSE for approximately €20 million. The repurchase will be financed through Ferrari's cash reserves without affecting its strategic plans or financing capabilities.

As of February 25, 2025, Ferrari held 15,119,211 treasury shares, representing 5.88% of total issued share capital. Since the program's inception, the company has purchased 4,296,447 shares for a total consideration of €1.32 billion.

Positive

• €300 million new share buyback demonstrates strong cash position
• Program continues as planned, showing financial stability
• Buyback funded through cash on hand without affecting strategic plans
• Strong execution with €1.32 billion already deployed in buybacks

Negative

• Treasury shares reaching 5.88% of total issued capital indicates significant dilution protection cost

Insights

Financial Analyst

Ferrari's announcement to repurchase up to €300 million worth of shares through Exor's accelerated bookbuild offering represents a strategic capital allocation decision with several important implications for investors. This seventh tranche continues Ferrari's systematic execution of its €2 billion buyback program announced in 2022, with €1.32 billion already deployed to date.

The timing of this repurchase is particularly noteworthy as Ferrari is essentially buying while its largest shareholder (Exor) is selling. This creates a floor for the share price during Exor's offering and signals management's confidence in Ferrari's intrinsic value. By participating directly in the ABO rather than purchasing shares on the open market, Ferrari is likely securing a more favorable price due to the typical discount applied in accelerated offerings.

From a financial perspective, Ferrari's ability to deploy €300 million from existing cash reserves without impacting its strategic initiatives demonstrates the company's exceptional cash generation capabilities. Unlike many traditional automakers that require massive capital expenditures for electrification, Ferrari's production volumes and premium pricing enable significant free cash flow generation relative to its capital needs.

The buyback will have a positive mathematical impact on earnings per share by reducing the outstanding share count. With treasury shares now approaching 5.88% of total issued capital, Ferrari is steadily decreasing its share count while maintaining flexibility under the 10% authorization limit.

For investors, this transaction reinforces Ferrari's disciplined capital return strategy that supports its premium valuation multiples. While luxury automotive peers are preserving capital amid industry transformation, Ferrari's continued buybacks suggest management sees repurchasing shares at current levels as value-accretive for long-term shareholders while maintaining ample financial flexibility for future product development and electrification initiatives.

• Ferrari, following the accelerated bookbuild offering announced by Exor on February 26, 2025, intends to repurchase up to 10% of Exor’s total offering up to a maximum of Euro 300 million
• This share repurchase is to be considered as a part of Ferrari’s multi-year Euro 2.0 billion share buyback program as announced during our 2022 CMD. It will constitute the seventh tranche and it will be financed by Ferrari’s cash on hand
• On February 20, 2025, Ferrari completed the sixth tranche announced on December 5, 2024

Maranello (Italy), February 26, 2025 – Ferrari N.V. (NYSE/EXM: RACE) (“Ferrari” or the “Company”) announces that, following the accelerated bookbuild offering (“ABO”) of Ferrari shares made today by Exor N.V. (“Exor”), it intends to participate in the offering by repurchasing up to 10% of Exor’s total offering for up to a maximum of Euro 300 million. The transaction will be executed by participating in the ABO announced by Exor at the same price per share determined in the offering.

This transaction represents the seventh tranche of the multi-year share buyback program of approximately Euro 2.0 billion announced during our 2022 Capital Markets Day (the “Program”) and it falls within the limitations of the share buyback mandate approved at the April 17, 2024 Annual General Meeting of Shareholders, duly communicated to the market, which authorized the purchase of up to 10% of the Company’s common shares during the eighteen-month period following such Shareholders’ Meeting.

Details of the repurchase transactions carried out under the seventh tranche will be disclosed to the market as required by applicable regulation.

The repurchase will be financed by Ferrari’s cash on hand and it will not affect Ferrari’s ability to execute its strategic plan and its financing capabilities.

In addition, Ferrari informs that the Company has purchased, under the Euro 150 million sixth tranche of the Program announced on December 5, 2024 (the “Sixth Tranche”), the following common shares - reported in aggregate form, on a daily basis – on the Euronext Milan (EXM and on the New York Stock Exchange (NYSE):

	EXM			NYSE				Total
Trading Date (d/m/y)	Number of common shares purchased	Average price per share excluding fees (€)	Consideration excluding fees (€)	Number of common shares purchased	Average price per share excluding fees ($)	Consideration excluding fees ($)	Consideration excluding fees (€)*	Number of common shares purchased	Average price per share excluding fees (€)*	Consideration excluding fees (€)*
17/02/2025	1,946	486.3676	946,471.40	-	-	-	-	1,946	486.3676	946,471.40
18/02/2025	15,576	487.9137	7,599,743.50	6,954	503.1803	3,499,115.81	3,349,397.73	22,530	485.9805	10,949,141.23
19/02/2025	9,185	482.5296	4,432,034.60	8,898	500.9449	4,457,407.72	4,272,002.80	18,083	481.3381	8,704,037.40
20/02/2025	9,181	481.0669	4,416,675.40	-	-	-	-	9,181	481.0669	4,416,675.40
	35,888	484.7003	17,394,924.90	15,852	501.9255	7,956,523.53	7,621,400.53	51,740	483.5007	25,016,325.43
Total

(*) translated at the European Central Bank EUR/USD exchange reference rate as of the date of each purchase

With the purchases described above the Company has completed the Sixth Tranche of the Program.

The total consideration for such Sixth Tranche of the Program was:

• Euro 129,999,862.70 for No. 305,959 common shares purchased on the EXM
• USD 20,925,681.06 (Euro 19,999,658.42*) for No. 44,844 common shares purchased on the NYSE.

As of February 25, 2025, the Company held in treasury 15,119,211 common shares equal to 5.88% of the total issued share capital including the common shares and the special voting shares, net of shares assigned under the Company’s equity incentive plan.

From the start of the Program until February 25, 2025, the Company has purchased a total of 4,296,447 own common shares on EXM and NYSE, including transactions for Sell to Cover, for a total consideration of Euro 1,322,735,977.17.

A comprehensive overview of the transactions carried out under the Program, as well as the details of the above transactions, are available on Ferrari’s corporate website under the Buyback Programs section (https://www.ferrari.com/en-EN/corporate/buyback-programs).

A registration statement on Form F-3 (including a prospectus) relating to the offering of Ferrari’s common shares by Exor has been filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 26, 2025. Copies of the prospectus can be accessed for free through the SEC’s website at www.sec.gov. Alternatively, copies may be obtained from: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316, or by email at Prospectus-ny@ny.email.gs.com. 

This press release contains information that qualifies, or may qualify, as inside information as defined in article 7(1) of Regulation (EU) 596/2014 of 16 April 2014 (the Market Abuse Regulation).
This notice does not constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction where such offer or solicitation would be unlawful. 
You should not reply to this announcement.  Any reply e-mail communication, including those you generate by using the “Reply” function on your email software, will be ignored or rejected. 
This communication is addressed in any member state of the European Economic Area only to those persons who are qualified investors in such member state (“Qualified Investors”) within the meaning of Regulation (EU) 2017/1129 and such other persons as this announcement may be addressed on legal grounds, and no person that is not a Qualified Investor may act or rely on this announcement or any of its contents. 
This communication is directed only at (i) persons who are outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to, and will only be engaged in with, relevant persons. Any person who is not a relevant person should not act or rely on this communication. 

Attachment

• Ferrari NV - Launch seventh tranche_eng

FAQ

How much is Ferrari (RACE) planning to spend on its seventh share buyback tranche?

Ferrari plans to spend up to €300 million on its seventh buyback tranche, representing 10% of Exor's total offering.

What is the total value of Ferrari's (RACE) multi-year share buyback program?

Ferrari's multi-year share buyback program announced at the 2022 Capital Markets Day totals approximately €2.0 billion.

How many shares does Ferrari (RACE) currently hold in treasury as of February 2025?

As of February 25, 2025, Ferrari holds 15,119,211 treasury shares, equal to 5.88% of total issued share capital.

How much has Ferrari (RACE) spent on share buybacks since the program started?

Ferrari has spent €1.32 billion to purchase 4,296,447 shares since the program's inception.

When did Ferrari (RACE) complete its sixth buyback tranche?

Ferrari completed its sixth buyback tranche on February 20, 2025, spending approximately €150 million total across EXM and NYSE.