法拉利美股招股说明书(2025-02-27版)

FERRARI N.V. 6,666,667 Common Shares Exor N.V. (the “Selling Securityholder”) is offering 6,666,667 common shares, par value €0.01 per share (“CommonShares”), issued by Ferrari N.V. (“Ferrari”) (representing approximately 3.7% of the outstanding Common Shares, net oftreasury shares). Ferrari is not selling any Common Shares and will not receive any of the proceeds from the sale of theCommon Shares sold by the Selling Securityholder. The Selling Securityholder is conducting a public offering of Common Shares in the United States, a concurrent privateplacement of Common Shares in the European Economic Area (the “EEA”) to certain legal entities all of which are qualifiedinvestors within the meaning of Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”) and in the UnitedKingdom (the “UK”) to any legal entity which is a qualified investor within the meaning of Regulation(EU) 2017/1129, as itforms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (the “UK ProspectusRegulation”), and an offer of Common Shares in other countries outside of the United States, the European Economic Area andthe UK in which, and only to those persons to whom, offers of Common Shares may lawfully be made (collectively, the“Offerings”). The Offerings constitute a single offering of securities that will occur simultaneously. The total number of Common Sharessold in the Offerings will be allocated among the Offerings depending on investor interest and in the sole discretion of theSelling Securityholder. The offering price (the “Offering Price”) is $472.14 per Common Share in the Offerings, corresponding to €450.00 perCommon Share in the Offerings. We have entered into a commitment letter (the “Commitment Letter”) with the Selling Securityholder to submit an orderwith the underwriters to repurchase, at a price per share equal to the Offering Price, a number of Common Shares (roundeddown to the nearest whole number) equal to the lower of (i)10% of the aggregate number of Common Shares sold in theOfferings and (ii)a number of Common Shares equal to an aggregate purchase price of €300,000,000 divided by the OfferingPrice (the “Commitment”), and at the other terms and subject to the conditions described in this prospectus supplement (the“Share Buyback”). The closing of the Share Buyback will occur as part of and concurrently with the closing of the Offerings. Wecannot assure you that the Offerings or the Share Buyback will be consummated on the terms described herein or at all. See“Summary — Share Buyback from the Selling Securityholder”. In the United States, Ferrari’s Common Shares are listed and traded on the New York Stock Exchange (“NYSE”) under thesymbol “RACE”. Ferrari’s Common Shares are also listed and traded on Euronext Milan under the symbol “RACE”. The lastreported sale price of Ferrari’s Common Shares on the NYSE on February25, 2025 was $504.50 per Common Share. The lastreported sale price of Ferrari’s Common Shares on Euronext Milan on February25, 2025 was €477.40 per Common Share. Investing in our Common Shares involves risk. See “Risk Factors” on pageS-5of this prospectus supplement and “RiskFactors” in our Annual Report on Form 20-F for the year ended December31, 2024 (the “Annual Report”), which is incorporated byreference herein, to read about factors you should consider before investing in the securities offered in this prospectus supplementand the accompanying prospectus. Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. This prospectus supplement does not constitute a prospectus within the meaning of the Prospectus Regulation or the UKProspectus Regulation and has not been approved by the Dutch Authority for the Financial Markets, any other EuropeanSupervisory Authority or the UK Financial Conduct Authority. (1)No underwriting discount or commissions will be paid to the underwriters with respect to the Common Shares we intend topurchase in the Share Buyback. See “Underwriting” beginning on page S-12 of this prospectus supplement for additionalinformation regarding total underwriter compensation. (2)Total proceeds from the Offerings are $3,147,600,157.38 (assuming an exchange rate of €1.00 to $1.0492 on February 26,2025). Such proceeds less underwriting discounts and commissions are $3,133,440,155.02. (3)Based on an exchange rate of €1.00 to $1.0492 on February 26, 2025. The underwriters expect to deliver the Common Shares against payment in New York in relation to the Common Sharespurchased in U.S. dollars and in Milan in relation to the Common Shares purchased in Euros on March3, 2025, which is thesecond business day in the United States following the date of pricing, through the book-entry facility of The Depository Tr