Ferrovial SE 2025年年度报告和过渡报告

FORM20-F OR Securities for which there is a reporting obligation pursuant to Section15(d)of the Act: None Indicatethe number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of the period covered by the annual report:As ofDecember 31,2024,the registrant had721,806,552ordinary shares outstanding. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405of the Securities Act. Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or forsuch shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of thischapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large acceleratedfiler,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5,2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting underSection404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) bythe registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error topreviously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executiveofficers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: ☒InternationalFinancialReportingStandardsasissuedbytheInternationalAccountingStandardsBoard☐Other ☐U.S.GAAP If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). A. Directors and Senior ManagementB.AdvisersC. Auditors ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE ITEM 3.KEYINFORMATION A. [Reserved]B. Capitalization and IndebtednessC.Reasons for the Offer and Use of Proceeds D. Risk Factors ITEM 4.INFORMATION ONTHECOMPANY A.History and Development oftheCompanyB.BusinessOverviewC.OrganizationalStructureD.Property,Plants,andEquipment ITEM 4A.UNRESOLVEDSTAFFCOMMENTS ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS A. OperatingResultsB. Liquidity andCapitalResourcesC. Research and Development, Patents andLicenses,etcD.TrendInformationE. CriticalAccountingEstimates ITEM6.DIRECTORS, SENIORMANAGEMENT,ANDEMPLOYEES A. Directors and Senior ManagementB. CompensationC. Board PracticesD. EmployeesE. Share OwnershipF.Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation. ITEM7.MAJOR SHAREHOLDERS AND RELATEDPARTY TRANSACTIONS A.MajorShareholdersB.RelatedPartyTransactionsC.Interests of ExpertsandCounsel ITEM8.FINANCIALINFORMATION A.Consolidated Statements and OtherFinancialInformationB.SignificantChanges ITEM 9.THE OFFERAND LISTING A. Offering and ListingB.PlanofDistributionC.MarketsD.SellingShareholdersE.DilutionF. Expenses of the Issuer ITEM 10.ADDITIONALINFORMATION A.Share CapitalB. Memorandum and Articles of AssociationC.MaterialContractsD.ExchangeControlsE.TaxationF.Dividends andPayingAgentsG.StatementbyExpertsH.DocumentsonDisplayI. Subsidiary InformationJ. Annual Report to Security Holders ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 12.DESCRIPTION OF SECURITIES OTHER THANEQUITYSECURITIES A.D