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Ferrovial (FER) details EUR 400m interim scrip dividend and 1-for-103.5826 share ratio

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Ferrovial N.V. confirms the final ratio and share amount for its interim scrip dividend of in aggregate EUR 400 million, equal to EUR 0.5578 per share. Shareholders can receive the dividend in cash or in Ferrovial shares.

The scrip option is set at one new Ferrovial share for every 103.5826 existing shares, based on a volume weighted average price of EUR 57.7784 on the Spanish stock exchanges. Because no elections or elections into shares were submitted for 75.55% of the outstanding shares at the record date, Ferrovial will deliver 5,230,564 treasury shares, with no change to total issued share capital.

Payment of the cash dividend and delivery of new shares, including any cash settlement of fractional entitlements, will start on 15 June 2026. Cash distributions are in euros, except for certain U.S.-related and registered shareholders who will be paid in U.S. dollars using a EUR/USD rate of 1.1651.

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Interim scrip dividend size EUR 400 million Aggregate interim scrip dividend announced for 2026
Dividend per share EUR 0.5578 per share Interim scrip dividend amount per Ferrovial share
Scrip dividend ratio 1 share for every 103.5826 shares Number of new shares per existing Ferrovial shares
Reference share price EUR 57.7784 Volume weighted average price used to set the ratio
Shares with no or share election 75.55% of outstanding shares Portion defaulting into share dividend at record date
Treasury shares delivered 5,230,564 shares Ferrovial shares delivered in the scrip dividend from treasury
EUR/USD exchange rate 1.1651 Rate for USD payments from Bloomberg FX Fixings on 2 June 2026
Employees More than 22,500 people Global workforce mentioned in company description
scrip dividend financial
"announces the ratio and number of shares to be delivered for the scrip dividend"
A scrip dividend is an option that lets shareholders receive extra company shares instead of a cash payout, with the number of shares based on how many shares they already own. It matters to investors because it preserves the company’s cash while increasing the total shares outstanding, which can dilute each share’s claim on profits and change an investor’s ownership percentage and expected income — like choosing an extra slice of pie now rather than getting money for it.
volume weighted average price financial
"The Ratio is based on the volume weighted average price of all traded Ferrovial Shares"
The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.
treasury financial
"Ferrovial will deliver 5,230,564 Ferrovial Shares from treasury in the scrip dividend"
The treasury is the department or area within a government or organization responsible for managing its money, finances, and financial strategies. It handles tasks like collecting revenue, paying bills, and planning for future financial needs, much like a household manages its budget. For investors, understanding the treasury is important because it influences interest rates, government spending, and overall economic stability.
EU Prospectus Regulation (2017/1129) regulatory
"the document referred to in article 1 paragraph 4 sub h of the EU Prospectus Regulation (2017/1129)"
forward-looking statements regulatory
"This announcement contains forward-looking statements, which include statements with respect to the timeline and main steps of the scrip dividend."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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Learn about SEC filing dates
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 June 2026
Commission File Number: 001-41912
___________________________
Ferrovial N.V.
___________________________
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 N.V. ( the “Company”) is submitting this current report on Form 6-K to report the ratio and number of
shares to be delivered in the interim scrip dividend announced by the Company on 7 May 2026 and 15 May 2026.
Attached to this current report on Form 6-K is:
(1) a press release dated June 11, 2026 as Exhibit 99.1.
EXHIBIT INDEX
Exhibit
No.
Description
99.1
Press Release issued by Ferrovial N.V. dated June 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 N.V.
Date: June 11, 2026                                                                                     
By: /s/ Ernesto López Mozo
Ernesto López Mozo
Chief Financial Officer
1 / 4 FERROVIAL N.V. ANNOUNCES THE RATIO AND NUMBER OF SHARES TO BE DELIVERED FOR THE INTERIM SCRIP DIVIDEND Amsterdam, 11 June 2026 – Ferrovial N.V. ("Ferrovial", Ticker: "FER") announces that the ratio for the interim scrip dividend of in aggregate EUR 400 million or EUR 0.5578 per share in the share capital of Ferrovial with a nominal value of EUR 0.01 each ("Ferrovial Shares"), announced on 7 May 2026 and 15 May 2026, respectively, is one (1) Ferrovial Share for every 103.5826 existing Ferrovial Shares (the "Ratio"). The Ratio is based on the volume weighted average price of all traded Ferrovial Shares on the Madrid, Barcelona, Bilbao and Valencia stock exchanges (the "Spanish Stock Exchanges") on 29 May 2026, and 1 and 2 June 2026, and amounts to EUR 57.7784. The Ratio was calculated such that the gross EUR value of dividend in shares will be approximately equal to the gross dividend in cash. Ferrovial shareholders were given the opportunity to communicate their election between cash and Ferrovial Shares: 1) from 20 May 2026 (9:00 am Central European Summer Time, "CEST") until 2 June 2026 (5:30 pm CEST), in relation to Ferrovial Shares held through a custodian as a participant in (i) Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V. (Euroclear), or (ii) Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. Unipersonal (Iberclear); and 2) from 20 May 2026 (9:00 am Eastern Daylight Time, "EDT") until 2 June 2026 (5:00 pm EDT), in relation to Ferrovial Shares held through a custodian as a participant in The Depository Trust Company ("DTC"), or as a holder of Ferrovial Shares in registered form directly on the share register of Ferrovial ("Registered Form"). Those shareholders that did not validly communicate their election during this period will receive payment of the dividend in Ferrovial Shares. No elections or elections to receive dividend in the form of Ferrovial Shares were received for 75.55% of the outstanding Ferrovial Shares at the dividend record date (19 May 2026). Accordingly, pursuant to the Ratio, Ferrovial will deliver 5,230,564 Ferrovial Shares from treasury in the scrip dividend, which will not result in a change of Ferrovial's total issued share capital. Payment of the cash dividend and delivery of Ferrovial Shares, including settlement of share fractions in cash, if required, will take place from 15 June 2026 on the basis of entitlements on the dividend record date. Distributions in cash, including settlement of share fractions in cash, where applicable, will be made in EUR, other than to Ferrovial shareholders who hold their Ferrovial Shares (i) through custodians as participants directly in DTC, or (ii) in


 

2 / 4 Registered Form, who will be paid in USD at the following EUR/USD exchange rate as per the BFIX: Bloomberg FX Fixings Frankfurt 2:00pm CEST fixing of 2 June 2026: 1.1651. This document is made available by publication on Ferrovial's website and is the document referred to in article 1 paragraph 4 sub h of the EU Prospectus Regulation (2017/1129). These materials and the distribution of share dividend discussed herein are not an offer of securities for sale in the United States under the U.S. Securities Act of 1933. The Ferrovial Shares to be delivered as share dividend are offered without a prospectus. More information on the rights attached to Ferrovial Shares can be found at https://www.ferrovial.com/en/ir- shareholders/corporate-governance/corporate-policies/, and more information about Ferrovial can be found at www.ferrovial.com/en/ir-shareholders/. 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. Ferrovial 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. Ferrovial 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: the U.S. (Nasdaq-100 Index), Spain (IBEX-35), and Euronext Amsterdam, the Netherlands. Ferrovial is included in globally recognized sustainability indices such as the Dow Jones Best in Class Index. Forward-looking Statements This announcement contains forward-looking statements, which include statements with respect to the timeline and main steps of the scrip dividend. 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 Ferrovial and certain other sources with respect to Ferrovial’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 Ferrovial 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 Ferrovial’s control and may be impossible to


 

3 / 4 predict. Any forecast made or contained herein, and actual results, will likely vary and those variations may be material. Ferrovial makes no representation or warranty as to the accuracy or completeness of such statements, expectations, estimates and projections contained in this announcement 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 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,


 

4 / 4 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.


 

FAQ

What is Ferrovial (FER) paying in its June 2026 interim dividend?

Ferrovial is paying an interim scrip dividend of in aggregate EUR 400 million, equivalent to EUR 0.5578 per share. Shareholders could elect to receive this amount in cash or in Ferrovial shares, subject to the announced ratio and timelines.

What is the share ratio for Ferrovial’s June 2026 scrip dividend?

The scrip dividend ratio is one Ferrovial share for every 103.5826 existing shares. This ratio is based on a volume weighted average Ferrovial share price of EUR 57.7784 on several Spanish stock exchanges over specified late May and early June 2026 trading days.

How many shares will Ferrovial deliver under the 2026 scrip dividend?

Ferrovial will deliver 5,230,564 Ferrovial shares from treasury as part of the scrip dividend. These treasury shares will satisfy share elections and defaults, and the company states this delivery will not change Ferrovial’s total issued share capital outstanding.

What percentage of Ferrovial shares defaulted into stock for the scrip dividend?

For 75.55% of outstanding Ferrovial shares at the 19 May 2026 record date, no valid election or an election to receive shares was submitted. These positions will receive the dividend in Ferrovial shares according to the announced ratio instead of a cash dividend.

When will Ferrovial pay the June 2026 dividend and deliver shares?

Payment of cash dividends and delivery of Ferrovial shares will start from 15 June 2026. On that date, shareholders entitled as of the 19 May 2026 record date will receive either cash, shares, or a combination including cash settlement of fractional share entitlements where required.

In what currency will Ferrovial (FER) pay the June 2026 dividend?

Distributions will generally be made in euros. However, shareholders holding Ferrovial shares directly in DTC or in registered form will be paid in U.S. dollars, converted using a specified EUR/USD exchange rate of 1.1651 from a Bloomberg FX fixing on 2 June 2026.

Filing Exhibits & Attachments

1 document