Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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

Date: July 26, 2024

Commission File Number: 001-41912

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Ferrovial SE

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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 SE is filing this current Form 6-K to report on the outcome of the exercise of tag-along and pre-emption

rights in the sale process of Ferrovial’s stake in Heathrow.

Attached to this current report on Form 6-K is:

(1) a press release dated July 26, 2024 as Exhibit 99.1.

EXHIBIT INDEX


Exhibit No.		Description
99.1		Press Release issued by Ferrovial SE dated July 26, 2024.

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 SE

Date: July 26, 2024

By: /s/ Ernesto López Mozo

Ernesto López Mozo

Chief Financial Officer

FERROVIAL SE - COMMUNICATION ABOUT THE SALE PROCESS OF HEATHROW’S SHARES Amsterdam, 26/07/2024. Reference is made to the announcement containing inside information dated June 14, 2024 regarding the sale by Ferrovial SE of a 19.75% interest in FGP Topco, parent company of Heathrow Airport Holdings Ltd., to Ardian and The Public Investment Fund, together with certain other shareholders of FGP Topco, such that Ardian and The Public Investment Fund are acquiring a total 37.62% interest in FGP Topco (the Transaction). Following the expiry of the period to exercise the tag-along and pre-emption rights anticipated in our prior release, no FGP Topco shareholder has exercised either its tag-along or pre-emption rights. The Transaction remains subject to applicable regulatory approvals and, consequently, there remains no certainty that the Transaction will complete. About Ferrovial Ferrovial is one of the world’s leading infrastructure companies. The Company operates in more than 15 countries and has a workforce of over 24,000 worldwide. Ferrovial is triple listed on Euronext Amsterdam, the Spanish Stock Exchanges and Nasdaq and is a member of Spain’s blue-chip IBEX 35 index. It is part of the Dow Jones Sustainability Index and FTSE4Good, and all its operations are conducted in compliance with the principles of the UN Global Compact, which the Company adopted in 2002.

Ferrovial (PK) (USOTC:FERVF)
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