Ferrovial: Prospectus of Issuance March 12th 2026

(incorporated as a European public limited-liability company (Societas Europaea) existing under the laws of the Netherlands)

The issue price of the EUR 500,000,000 3.625% Notes due 18 September 2032 (the "Notes") of Ferrovial SE (the "Issuer") is 99.788% of their principal amount. The Issuer, together with its consolidated subsidiaries, will be referred to as the "Group" or, unless otherwise indicated or the context otherwise requires, "Ferrovial". This Prospectus has been prepared in accordance with the Commission Delegated Regulation (EU) 2019/980 of 14 March 2019 (the "Delegated Regulation 2019/980") supplementing Regulation (EU) 2017/1129 (the "Prospectus Regulation").

Unless previously redeemed or cancelled, the Notes will be redeemed at their principal amount on 18 September 2032. The Notes are subject to redemption in whole at their principal amount at the option of the Issuer at any time in the event of certain changes affecting taxation in the Netherlands. See Condition 6(b) (Redemption for taxation reasons) in section entitled " Terms and Conditions of the Notes". Upon the occurrence of a Change of Control followed by a Rating Downgrade during the Change of Control Period (as defined in Condition 4 (Definitions) in section entitled " Terms and Conditions of the Notes", each Noteholder shall have the option to require the Issuer to redeem or purchase the Notes, in whole or in part, at their principal amount plus accrued and unpaid interest up to (but excluding) the date for such redemption or purchase. See Condition 6(c) (Early redemption at the option of the Noteholders upon a Change of Control) in section entitled "Terms and Conditions of the Notes". The Notes may be redeemed at the option of the Issuer in whole (but not in part) at their principal amount on any date that is not earlier than three months prior to the Final Maturity Date. See Condition 6(d) (Residual maturity redemption) in section entitled " Terms and Conditions of the Notes". Upon the occurrence of a Substantial Purchase Event, the outstanding Notes may be redeemed at the option of the Issuer in whole (but not in part) at their principal amount. See Condition 6(e) (Redemption following a Substantial Purchase Event) in section entitled " Terms and Conditions of the Notes". The Notes may be redeemed at the option of the Issuer, in whole or in part, at their Make-Whole Redemption Amount (as defined in Condition 6(f) (Make-Whole redemption). See Condition 6(f) (Make-Whole redemption) in section entitled "Terms and Conditions of the Notes".

The Notes bear interest from and including the Closing Date (as defined below) at the rate of 3.625% per annum payable annually in arrear on 18 September each year commencing on 18 September 2026. Payments on the Notes will be made in euro without deduction for or on account of taxes imposed or levied by the Netherlands to the extent described under Condition 8 (Taxation) in section entitled "Terms and Conditions of the Notes". The offering of the Notes (the "Offering") is further described under this prospectus (the "Prospectus").

Application has been made to the Irish Stock Exchange plc trading as Euronext Dublin ("Euronext Dublin") for the Notes to be admitted to the official list (the "Official List") and trading on Euronext Dublin. References in this Prospectus to the Notes being "listed" (and all related references) shall mean that the Notes have been admitted to the Official List and have been admitted to trading on the regulated market of Euronext Dublin (the "Regulated Market"). The Regulated Market is a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as amended ("MiFID II"). The Prospectus has been approved by the Central Bank of Ireland (the "Central Bank of Ireland"), as competent authority under the Prospectus Regulation. The Central Bank of Ireland only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer or of the quality of the Notes that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes. The period of validity of this Prospectus is up to (and including) the admission to trading of the Notes. The obligation to supplement this Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply once the Notes are admitted to trading on the Regulated Market.

The Notes will be in bearer form and in the denomination of EUR 100,000 and integral multiples of EUR 1,000 in excess thereof, up to and including EUR 199,000 each. No Definitive Notes will be issued with a denomination above EUR 199,000. The Notes will initially be in the form of a temporary global bond (the "Temporary Global Note"), without interest coupons, which will be deposited on or around 18 March 2026 (the "Closing Date") with a common safekeeper for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, S.A. ("Clearstream Luxembourg"). The Temporary Global Note will be exchangeable, in whole or in part, for (i) interests in a permanent global note (the "Permanent Global Note", together with the Temporary Global Note, the "Global Notes"), without interest coupons, not earlier than 40 days after the Closing Date upon certification as to non-U.S. beneficial ownership; or (ii) bearer notes in definitive form ("Definitive Notes") upon the occurrence of an Exchange Event as described under Section "Form of the Notes". Interest payments in respect of the Notes cannot be collected without such certification of non-U.S. beneficial ownership. The Permanent Global Note will be exchangeable in certain limited circumstances in whole, but not in part, for Definitive Notes. See section entitled "Form of the Notes".

The Notes are complex financial instruments and are not a suitable or appropriate investment for all investors. Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risks and that they consider the suitability of the Notes as an investment in the light of their own circumstances and financial condition.

An investment in the Notes involves certain risks. For a discussion of these risks, see section entitled "Risk Factors".

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any U.S. state securities laws. The Notes are being offered outside the United States in accordance with Regulation S under the Securities Act ("Regulation S") and may not be offered, sold or delivered in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S) unless an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act is available and in accordance with all applicable securities laws of any state of the United States and any other jurisdiction.

The Issuer is rated BBB by S&P Global Ratings Europe Limited ("Standard & Poor's") and BBB by Fitch Ratings Ireland Limited ("Fitch"). The Notes are expected to be rated BBB by Standard & Poor's and BBB by Fitch. Fitch and Standard & Poor's are established in the European Union (the "EU") and are registered under Regulation (EC) No 1060/2009 (as amended) on credit rating agencies (the "CRA Regulation"). Fitch and Standard & Poor's appear on the latest update of the list of registered credit rating agencies (as of 10 July 2024) on the European Securities and Markets Authority ("ESMA") website. Ratings issued by Standard & Poor's have been endorsed by Standard & Poor's Global Ratings UK Limited and ratings issued by Fitch have been endorsed by Fitch Ratings Limited, each of which is a credit rating agency established in the United Kingdom ("UK") and registered under the CRA Regulation as it forms part of the domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK CRA Regulation"), each in accordance with the UK CRA Regulation and have not been withdrawn. As such, the ratings issued by Fitch and Standard & Poor's may be used for regulatory purposes in the UK in accordance with the UK CRA Regulation. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension, reduction or withdrawal at any time by the assigned rating agency.

Scotiabank Société Générale

The date of this Prospectus is 12 March 2026.

The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuer the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.

This Prospectus is to be read in conjunction with all documents which are incorporated herein by reference (see section entitled "―Documents incorporated by reference"). This Prospectus shall be read and construed on the basis that those documents are incorporated and form part of this Prospectus.

The Issuer and the Joint Lead Managers and Bookrunners as previously listed (together, the "Managers") reserve the right to reject any offer to purchase, in whole or in part, for any reason, or to sell less than all of the Notes being offered in the proposed Offering. This Prospectus is personal to the offeree to whom it has been delivered by the Managers and does not constitute an offer to any person or to the public in general to purchase or otherwise acquire the Notes. Distribution of this Prospectus to any person other than the offeree and those persons, if any, retained to advise such offeree with respect thereto is unauthorised, and any disclosure of any of its contents, without the Issuer's prior written consent, is prohibited.

The Issuer has not authorised the making or provision of any representation or information regarding the Issuer or the Notes other than as contained in this Prospectus or as approved for such purpose by the Issuer. Any such representation or information should not be relied upon as having been authorised by the Issuer or any of the Managers.

Neither the Managers nor any of their respective affiliates have authorised the whole or any part of this Prospectus and none of them makes any representation or warranty or accepts any responsibility as to the accuracy or completeness of the information contained in this Prospectus. None of the Managers, nor any of their respective affiliates, has separately verified the information contained or incorporated by reference in this Prospectus. None of the Managers accepts any liability in relation to the information contained or incorporated by reference in this Prospectus or any other information provided by the Issuer in connection with the offering of the Notes or their distribution. Neither the delivery of this Prospectus nor the offering, sale or delivery of any Notes shall in any circumstances create any implication that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the condition (financial or otherwise) of the Issuer since the date of this Prospectus or that any other information supplied in connection with the Notes is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.

Each person receiving this Prospectus acknowledges that (i) such person has not relied on the Managers or any person affiliated with the Managers in connection with any investigation of the accuracy of such information or its investment decision and (ii) no person has been authorised to give any information or to make any representation concerning the Issuer or the Notes (other than as contained herein and information given by the Issuer's duly authorised officers and employees in connection with investors' examination of the Issuer and the terms of this Offering) and, if given or made, any such other information or representation should not be relied upon as having been authorised by the Issuer or the Managers.

None of the Managers undertakes to review the financial condition or affairs of the Issuer during the life of the arrangements contemplated by this Prospectus nor to advise any investor or potential investor in the Notes of any information coming to their attention.

In making an investment decision, investors must rely on their own examination and analysis of the Issuer and the terms of the Offering, including the merits and risks involved.

The Managers are acting exclusively for the Issuer and no one else in connection with the Offering. They will not regard any other person (whether or not a recipient of this document) as their respective clients in relation to the Offering and will not be responsible to anyone other than the Issuer for providing the protections afforded to their respective clients nor for giving advice in relation to the Offering or any transaction or arrangement referred to herein.

The distribution of this Prospectus and the Offering is restricted by law in certain jurisdictions, and this Prospectus may not be used in connection with any offer or solicitation in any such jurisdiction, or to any person to whom it is unlawful to make such offer or solicitation. No action has been or will be taken in any jurisdiction by the Issuer or the Managers that would permit a public offering of the Notes or possession or distribution of a Prospectus in any jurisdiction where action for that purpose would be required. This Prospectus may not be used for, or in connection with, and does not constitute an offer to, or solicitation by, anyone in any jurisdiction in which it is unlawful to make such an offer or solicitation. Persons into whose possession this Prospectus may come are required by the Issuer and the Managers to inform themselves about and to observe these restrictions. Neither the Issuer nor any of the Managers accepts any responsibility for any violation by any person, whether or not such person is a prospective purchaser of the Issuer's Notes, of any of these restrictions.

The Notes have not been and will not be registered under the Securities Act or any U.S. state securities laws. The Notes are being offered outside the United States in accordance with Regulation S and may not be offered, sold or delivered in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S) unless an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act is available and in accordance with all applicable securities laws of any state of the United States and any other jurisdiction.

In this Prospectus, unless otherwise specified or the context requires, references to "EUR" and "euro" are to the currency introduced at the start of the third stage of European economic and monetary union and as defined in Article 2 of Council Regulation (EC) No 974/98 of 3 May 1998 on the introduction of the euro, as amended. References to "£", "GBP" and "pound sterling" are to the lawful currency of the UK, references to "USD" are to the lawful currency of the United States, references to "CAD" are to the lawful currency of Canada and references to "AUD" are to the lawful currency of Australia. Conversions into euro of these currencies have been included in this Prospectus for information purposes only and neither the Issuer nor any of the Managers accepts any responsibility for such conversions. Except as otherwise specified in this Prospectus, the exchange rate applied to such euro-denominated figures which have been included between brackets alongside the figures denominated in the other currencies is the exchange rate as of 31 December 2025 (particularly, for balance sheet items the Group uses the closing exchange rate: EUR 1 = GBP 0.8724, USD 1.1736, CAD 1.6100 and AUD 1.7590 and for items in the income statement and cash flow statement the Group uses the average exchange rate EUR 1 = GBP 0.8569, USD 1.1307, CAD 1.5787 and AUD 1.7524 (Source: Bloomberg).

Certain numerical figures set out in this Prospectus have been subject to rounding adjustments and, as a result, the totals of the information in this Prospectus may vary slightly from the actual arithmetic totals of such information.

In connection with this issue, each of the Managers and any of their respective affiliates acting as an investor for its own account may take up Notes and in that capacity may retain, purchase or sell for its own account such securities and any securities of the Issuer or related investments and may offer or sell such securities or other investments otherwise than in connection with this issue. Accordingly, references in this

Prospectus to the Notes being issued, offered or placed should be read as including any issue, offering or placement of securities to the Managers and any of their affiliates acting in such capacity. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.