4.A.History and Development of the Company Corporate Information The Company is a European public limited liability company (Societas Europaea) organized under the law of the Netherlands and Council Regulation (EC) No 2157/2001. The company has an indefinite duration. Our principal executive office is located at GR Gustav Mahlerplein 61-63, Symphony Towers, 14th floor, 1082 MS Amsterdam, The Netherlands. The telephone number of our office is +31 20798 37 00. We also maintain a website at www.ferrovial.com. We use our website as a means of disclosing material non-public information. Such disclosures will be made available on the “Investors” section of our website. Accordingly, investors should monitor such sections of our website, in addition to following our press releases, SEC filings, LinkedIn profile, public conference calls and webcasts. The information contained on our website or available through our website is not incorporated by reference into, and should not be considered a part of, this Annual Report, and the reference to our website in this Annual Report is an inactive textual reference only. We have included our website address, and references to various other documents, in this Annual Report solely for informational purposes. Our agent for service of process in the United States is CT Corporation System, which maintains its principal offices at 28 Liberty Street, 42nd floor, New York, NY 10005. Its telephone number is (212) 894-8940. 4.A.1Summary of Historical Investments and Divestments The following summary provides an overview of certain of our transactions, including certain investments and divestments for the year 2025. For an overview of our investments and divestments by segment during the period, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—7. Investments and divestments.” 4.A.1.1.Acquisition of an additional 5.06% stake of 407 ETR. On June 6, 2025, Ferrovial completed the acquisition of approximately 3.3% of the common shares in the Canadian highway company 407 ETR from affiliates of AtkinsRéalis Group Inc., and exercised its call option to acquire an additional 1.76% on June 11 2025. The total investment for Ferrovial amounted to CAD $1.99 billion (EUR 1.3 billion), increasing its total ownership of the 407 ETR from 43.23% to 48.3%. No third party financing was used for this acquisition. As part of this acquisition, and in connection with the purchase price allocation exercise, the difference between the fair value of the 5.06% stake acquired and its carrying amount at the acquisition date (EUR 1.5 billion), was fully allocated as an intangible asset. The investment in 407 ETR continues to be accounted for under the equity method. 4.A.1.2.Divestment of AGS Airport. On November 13, 2024, through our subsidiary Hubco Netherlands B.V we announced an agreement with Avialliance UK Limited for the sale of our entire stake (50%) in AGS Airports Holdings Limited (“AGS”), the parent company owning the Aberdeen, Glasgow and Southampton Airports. As part of the agreement, Macquarie (Ferrovial’s joint venture partner in AGS) also agreed to sell its entire stake (50%) in AGS. The agreement valued 100% of the stake at £900 million, representing the equity value for a 100% interest in AGS and was subject to certain closing adjustments and transaction costs. This price represents an enterprise value (EV) estimated at £1,535 billion. Following satisfaction of applicable regulatory conditions, the sale was completed on January 28, 2025 for a price of GBP 900 million, of which approximately GBP 450 million are Ferrovial net proceeds. This operation gave rise to a capital gain of EUR 272 in 2025. 4.A.1.3.Divestment of Heathrow On November 28, 2023, through our subsidiary, Hubco Netherlands B.V. (“Hubco”), we entered into a share purchase agreement (the “Heathrow SPA”) with InfraEuropa SCA represented by its managing general partner InfraEuropa Management S.a r.l (entities and funds managed or controlled by Ardian France SA and its affiliates) (“Ardian”) and Alrahala First Investment Company (a wholly owned subsidiary of The Public Investment Fund) (“PIF”, together with Ardian, the “Buyers”) pursuant to which Hubco agreed to sell and the Buyers agreed to purchase Hubco’s full stake 26 (approximately 25% interest) in FGP Topco Limited, a direct shareholder of Heathrow Airports Holdings Limited , the owner of the Heathrow airport in London, United Kingdom (the “Heathrow Transaction”). The Heathrow Transaction was conditional upon, among other things, the full tag-along rights in favor of the other Heathrow Airports Holdings shareholders, such that any shares decided to be sold by such shareholders in the exercise of the aforementioned right should also be sold as part of the Heathrow Transaction. In January 2024, in accordance with the tag-along process, some of the shareholders of FGP Topco Limited exercised their tag-along rights in respect of shares representing 35% of the share capital of FGP Topco Limited (the “Tagging Shareholders”). As a result of this exercise, Ardian and PIF made a revised offer to acquire shares representing 37.62% of the share capital of FGP Topco Limited for GBP 3.3 billion, (including our share (19.75%) for GBP 1.7 billion). The offer was accepted by us and certain of the Tagging Shareholders, and, as a result, an agreement was entered into on June 14, 2024 pursuant to which we and certain Tagging Shareholders agreed to sell part of their shares in FGP Topco Limited such that we would retain 5.25% of the issued share capital of FGP Topco Limited. Following the sale, we, together with the Tagging Shareholders, hold shares representing 10% of the issued share capital of FGP Topco Limited. Ardian and PIF hold shares representing c. 22.6% and c.15.0%, respectively, through separate vehicles. The Heathrow Transaction closed on December 12, 2024 after having obtained all required regulatory approvals. As a consequence of the Heathrow Transaction, Ferrovial recognized at 2024 year-end a profit of EUR 2,570 million, of which EUR 2,023 million corresponds to our ordinary shares sold and EUR 547 million to the 5.25% stake retained, which is reflected as a financial investment valued at fair value with changes recognized through profit and loss. On February 26, 2025, we announced that a binding agreement had been reached with Ardian for the sale of our entire remaining stake (5.25%) in FGP Topco Limited, the parent company of Heathrow Airport Holdings Ltd., (“Heathrow Airport Holdings” for approximately GBP 455 million (current book value of the asset), which will be adjusted with an interest rate to be applied until closing. The transaction was subject to complying with the right of first offer (ROFO) which may have been exercised by FGP Topco Limited shareholders pursuant to the Shareholders’ Agreement and the Articles of Association of the company. Full completion of the acquisition under the agreement was also subject to the satisfaction of applicable regulatory conditions. On July 3, 2025, we completed the sale of our remaining 5.25% stake and no longer hold any interest in Heathrow Airport Holdings. As a consequence of this, an additional amount of EUR 27 million was recognized, mainly corresponding to the interest accrued since the announcement of the transaction. These amounts increased the fair value of the 5.25% stake in Heathrow Airports Holdings. 4.A.2Significant Equity Investments Throughout 2026, we plan to continue investing in current assets in our portfolio and analyze potential new opportunities that may add value to our business. Our key future investment commitments in the Airports Business Division include the NTO at JFK, for an expected amount of USD 74 million (EUR 63 million at the year-end 2025 exchange rate) in 2026. The main equity investments commitments in our Highways Business Division pertain to our standing equity commitments in projects developed by Private InvIT. In the Energy Business Division, the main equity investments commitments are related to our two solar photovoltaic plants under construction in Texas (Leon and Milano). Finally, commitments were made to invest up to EUR 199 million in projects primarily engaged in highways and renewable energy assets pending of financial close. For more information on our equity investments, see “Item 5. Operating and financial review and prospects —B. Liquidity and capital resources —9. Future Material Investments and Anticipated Capital Expenditures”. We may also see our equity investments commitments increase significantly if we are, for example, awarded any of the procurement processes where we have been shortlisted in the U.S., namely the I‑285 East Express Lanes in Georgia, the I‑24 Southeast Choice Lanes project in Tennessee or the I‑77 South Express Lanes in North Carolina. For more information on our bidding activity in our Highways business division see “—B. Business Overview —2. Strategy and objectives —3. Outlook and trend information”. 27 4.B.Business Overview 4.B.1Overview We were founded as a construction group focusing on railway infrastructure and later expanded our business into other activities including, among others, highways, airport management, and energy. We have been active internationally for over 40 years and operate across seven core geographic markets comprising Spain, the United States, the United Kingdom, Canada, Poland, Chile and India with over 22,609 employees. For further details on the geographic markets where we are active, see “Item 5. Operating and financial review and prospects —A. Operating results —7. Segment Reporting — 2.Geographical information” and Note 2.1 to the Audited Financial Statements (Revenue). Over time, we have developed into one of the world’s leading infrastructure groups in terms of managed investment with operations in a range of sectors including development, construction, and operation of highways and airports. Since our inception, we have invested in diversifying our business and expanding internationally. We believe that our experience and wealth of proprietary data related to urban congestion enables us to be competitive in product offering and revenue optimization. This differential knowledge in the realm of urban congestion is particularly advantageous in connection with managed lanes projects (i.e., the development of highways with dynamic pricing schemes, where users pay variable rates depending on congestion levels at any given time, referred to in this Annual Report as “Managed Lanes”). We currently undertake our activities through the following four operating divisions, or lines of business, which also correspond to our reporting segments (the “Business Divisions”): ▪Highways; ▪Airports; ▪Construction; and ▪Energy. We use the “other” category to reflect results for companies not assigned to any Business Division, the most significant being Ferrovial SE, the Group’s parent company, as well as the business line Ferrovial Digital Infrastructure (created in 2024 with the aim to identify investment opportunities to develop high-value projects in the data center market), and the waste management plants in the United Kingdom. 4.B.2 Strategy and Objectives Ferrovial is focused on developing and operating sustainable infrastructure that creates value for our shareholders and other interested parties. Our integrated business model is present throughout the entire lifecycle of a project, from conceptualization to design, financing, construction, and operation of critical infrastructure, such as highways and airports. Our strategy is built on four key pillars which we strive to achieve: ▪People: ensure the highest standards for health and safety in our operations and implement innovative technologies to help prevent accidents for users and employees. We will continue working to attract, develop and deploy high level talent for each position, and actively manage the engagement of our employees. ▪Sustainable growth: develop infrastructure projects with high concessional value in our core markets. Rotate mature assets to realize value of investments and fund future opportunities, and enhance return to shareholders. ▪Operational excellence: optimize cash generation while maintaining high levels of operating performance. Improve efficiency, reinforce risk management, strengthen financial discipline and keep sustainability at the core. ▪Innovation: support our core business, accelerate our digital transformation, foster an innovation and cybersecurity culture and embed AI, as appropriate, within our processes. Our integrated business model is based on four business units: ▪Highways has a unique infrastructure-asset base that focuses on developing congestion relief solutions, particularly in the U.S. and Canada through dynamic pricing schemes (“Managed Lanes”). The business expects to continue developing complex projects in U.S. as well as focusing on maintaining a pipeline of future projects and pursuing selected projects in other countries such as India (i.e., through our investment in IRB Infrastructure Developers Ltd.). 28 ▪Airport’s value proposition is based on facilitating air transport growth to improve people connectivity as air- traffic increases. The business unit expects to focus on terminal-related opportunities in the U.S., airport expansion projects in Europe and other growth opportunities where Ferrovial’s capabilities represent an advantage. ▪Energy is focused on the development, financing, construction and operation of renewable energy generation, storage and transmission infrastructures. ▪Construction supports other divisions on complex infrastructure projects with end-to-end technical, engineering and production capabilities. The business unit has strong local bases in Texas, Spain & Poland that support other geographies and manage risks from bidding and design to project delivery. In 2024, Ferrovial created the Ferrovial Digital Infrastructure business line, that targets investments in the high-growth data center market, building on our track record in construction projects for industry leaders in the last decade. We are in the early stages of developing one data center campus in Warsaw, Poland, and one in Alcobendas, Spain. Ferrovial Digital Infrastructure is reported in the “other” category to our reporting segments. 4.B.2.1.Strategic Plan by Business Line Highways Cintra, Ferrovial's highway division, strategically focuses its activity on developed markets with high demand for infrastructure and primarily focused on the development of complex assets in the United States and the selective study of opportunities in new geographies. Airports Ferrovial Airports concentrates on leveraging our operational expertise in the airports business and dynamically managing our portfolio, which includes the Dalaman airport, and the NTO project at JFK airport. Energy The division focuses on providing innovative solutions for the development, construction, financing and operation of renewable energy generation, storage and transmission infrastructures. Construction The division focuses on civil engineering, building and industrial construction in the infrastructure space. The division supports the development of the concession business of Ferrovial and targets improvements in our key operational processes of design, procurement, and execution. 4.B.2.2.Sustainability Strategy The Sustainability Strategy of Ferrovial is focused on adding value to our businesses. ▪Fostering productivity, improving efficiency and helping to lower operational costs, anticipating compliance with future regulations. ▪Strengthening our social license to operate, helping communities to flourish and engaging with local communities in project development. ▪Meeting customer requirements by fulfilling public procurement requests and supporting compulsory qualifications and certifications. ▪Enabling access to alternative finance, delivering green and sustainable finance frameworks. ▪ Driving our dedicated response to the expectations of our shareholders and the investment community, as well as the demands of analysts and indices specialized in ESG issues. 29 4.B.2.3.Key Milestones achieved during the period 2023-2025: 2023 ▪In June 2023 we completed the Merger resulting in our re-domiciliation from Spain to The Netherlands and gained admission to listing and trading of our ordinary shares in the Spanish Stock Exchanges and Euronext Amsterdam, in order to strengthen our international profile and align our structure with the business growth strategy. ▪In June 2023, our Highways’ Business Division increased its managed investment in the U.S. with the opening of segment 3C of NTE35W, following our strategic plan of developing complex assets in the United States. ▪In November 2023, we announced the planned divestment of our stake in the Heathrow airport. 2024 ▪Our Energy Business Division was set up in January 2024, merging all energy business activities present across the Group into a single organizational unit with unified direction. ▪In May 9, we started trading on Nasdaq, a key step in Ferrovial’s internationalization process and plans for growth in North America. ▪We acquired a 24% stake in IRB Infrastructure Trust (“Private InvIT”) thereby reinforcing our presence in India, one of Ferrovial’s core markets. ▪In July 2024, we completed the divestment of a 19.75% stake in Heathrow Airports Holdings, retaining a 5.25% stake. 2025 ▪In January 2025, the sale of our entire stake in AGS closed. ▪In June 2025, we acquired an additional 5.06% stake in 407 ETR highway to a 48.3% stake, demonstrating our enduring commitment in this high-quality asset. ▪In July 2025, we sold the remaining 5.25% stake in Heathrow Airports Holdings. ▪In December 2025, Ferrovial was included in the Nasdaq-100 Index, which we believe enhances our visibility with U.S. and global investors, broadens our shareholder base, and reflects market confidence in our ability to develop high-value projects. 4.B.2.4.Outlook and Trend Information Highways In 2026, we expect traffic to increase in most of our highway assets, although NTE could be impacted by the ongoing construction works to expand the toll road, which started earlier than anticipated due to the positive performance of the asset. We expect our main highways infrastructure assets to continue to distribute dividends in line with their performance. During the year ended December 31, 2025, we received EUR 880 million in dividends from our operating toll road subsidiaries (of which EUR 452 million correspond to 407 ETR, EUR 33 million to I77, EUR 120 million to NTE, EUR 89 million to I66, EUR 102 million to NTE 35W, EUR 59 million to LBJ, EUR 1 million to IRB, EUR 5 million to Private InvIT and EUR 19 million to other highways), compared to EUR 895 million in the year ended December 31, 2024, a decrease of EUR 15 million as 2024 was affected by I-77 extraordinary dividend. To further increase our revenues and profitability in the Highways Business Division, Cintra is expected to focus its efforts on optimizing the Business Division’s revenues and costs under the terms permitted by concession contracts. Cintra is also expected to continue working on exploring new pipeline opportunities to grow the business, focusing primarily on complex greenfield projects. Our expected project evolution by geography is as follows: 30 ▪Canada: The 407 ETR toll road will continue to focus on optimization and cost control measures without ceasing the development of its user value generation strategy. The toll road is expected to maintain its investment in the Data Lab to improve its understanding of user behavior and personalize its value propositions, as well as to enhance its customer management systems, potentially enabling it to offer individualized attention through loyalty plans and specific offers. Under the Schedule 22 of the 407 ETR concession agreement, we are subject to payments if traffic is lower than the traffic thresholds established according to said concession agreement (see Schedule 22 mechanism explanation in “Item 4. Information on the Company —B. Business overview —3. Group Overview —2. Our Business Divisions —1. Highways business —Canada —The 407 ETR”) 407 ETR will have to pay potentially significant amounts calculated under Schedule 22 to the province and a potential first payment due in early 2026. During 2025 we have accrued CAD 41 million expenses for this Schedule 22, payable in 2026. ▪United States: Throughout 2025, most highways have shown good traffic growth as well as growth in average revenue per transaction. The soft cap toll rates will increase in 2026 based on last December CPI (Consumer Price Index) compared to the previous year. During 2024, and thanks to the success of the North Tarrant Express project, toll road expansion work started earlier than initially planned in the development agreement that we have with the Texas Department of Transportation. Works are expected to continue during 2026, and to be completed in early 2027. These works are affecting the traffic level, but thanks to efforts to optimize construction management, the impact during 2025 was less than expected, and a similar evolution is expected during 2026. ▪India: IRB, which currently manages 27 projects (plus a letter of award for a new project), and Private InvIT, which manages 13 projects, are expected to reach significant milestones within their pipeline of projects under development during 2026. ▪Australia: We expect that Cintra will continue to manage the Toowoomba toll road and the Western Roads Upgrade (“OSARs”) project. ▪Other markets: We expect that Cintra will continue to manage the assets already in operation, including the D4R7 toll road in Slovakia and Silvertown Tunnel in the United Kingdom (fully opened in April 2025). It is also expected to start the execution of the construction of Anillo Vial Periferico, in Peru. We also plan to continue our bidding activity in our target regions (North America, Europe, Australia, Colombia and Peru), focusing on complex greenfield projects, due to their high potential for value creation. Specifically in the U.S., we have been shortlisted for the I‑285 East Express Lanes in Georgia, the I‑24 Southeast Choice Lanes project in Tennessee, with bid submissions expected between the second and third quarter of 2026, or the I‑77 South Express Lanes project in North Carolina, with bid submission expected in the first half of 2027. Additional initiatives, include potential participation in upcoming procurement processes in the U.S. such as the I‑285 West Express Lanes project. We also expect to continue pursuing toll-road technology innovation initiatives. Airports In 2025, Dalaman airport showed a decline in number of passengers, with 5.6 million passengers in 2025, a (1.1)% decrease compared to the same period in the previous year and an increased revenue (3.6%) from a positive performance of non-aeronautical revenues. In 2025, Construction at NTO at JFK continued to progress. This is an important year for NTO construction progress and the kickoff of Operational Readiness and Airport Transfer (ORAT) activities. As the year drew to a close, physical construction progress stood at 82%; vertical circulation elements have all been installed, critical systems like the baggage handling system have been installed and have been undergoing tests for some time, and user fit-out of lounge spaces, offices spaces, and concessions spaces are all well underway. The focus now is on finalizing physical construction and power and IT systems such that ORAT is completed at the earliest possible date. NTO has advanced in the negotiations with airlines, with 25 agreements (16 executed contracts and 9 letters of intention). Additionally, advanced discussions are currently ongoing with several leading international carriers. 31 Beyond construction and airlines agreements, 2025 was also a key year for NTO project financing, with the successful issuance of the Series 2025 Green Bonds. Following the largest-ever municipal bond financing for an airport project in 2024, the $1.367 billion Series 2025 Green Bonds will be used to finance the remainder of the costs related to NTO’s Phase A. In connection with the bond issuance, NTO completed the refinancing of Phase A bank debt which is a significant milestone for the project. The total weighted average of Phase A financing, c. USD 6 billion, carries an all- in interest cost of c.5%. We plan to grow our airport investment portfolio globally, seeking new opportunities with a specific focus on North America, Europe and other countries where Ferrovial’s capabilities represent an advantage. We expect to prioritize investment opportunities in high-growth leisure and business markets and in particular airports in which our unique capital expenditure expertise and stakeholder relationships can add value in light of the market’s growth potential. As part of our plan to grow our airport investment portfolio, we intend to consider participation in select open-bid opportunities while prioritizing bilaterally negotiated projects in which our partnership approach may provide origination advantages. Our expected evolution by project is the following: ▪NTO at JFK: During 2025, the development progressed and construction progress reached 82% at the end of the year. NTO has been informed by the contractor that the completion of the first phase of construction will be delayed from the originally scheduled opening date of June 2026. The contractor has communicated that it is currently targeting the completion date for the first phase of construction to occur during Fall 2026. Ferrovial continues to monitor the process and timeline to complete the first phase of construction. There are two expected subsequent construction phases (Phase B1 and Phase B2, together “Phase B”) to accommodate the terminal to traffic evolution. The timing of the execution of Phase B under the NTO Lease is subject to the satisfaction of certain conditions timing for the fulfillment of which is uncertain. This uncertainty, together with the fact that the design continues to be progressed and budgeted, may result in the final cost to execute Phase B differing from estimates. ▪Dalaman airport: We expect to continue to manage the airport with our partner YDA Group and continue implementing improvement plans such as the projects for generation of renewable energy and improvement of sustainability. Our Airports Business Division projects distributed EUR 30 million in dividends in 2025 (EUR 8 million in 2024). In 2026 and beyond, total dividend payments will largely depend on traffic performance at Dalaman, as well as at NTO, following the opening of the terminal, which is expected for 2026. Construction In 2025, the Construction Business Division had a net profit of EUR 241 million and reached a 4.6% Adjusted EBIT Margin (Adjusted EBIT Margin is defined as Adjusted EBIT divided by our revenues for the relevant period. See reconciliation of Adjusted EBIT to our Net profit/(loss) in “Item 5. Operating and financial review and prospects —A. Operating results —8. Non-IFRS Measures and Other Key Performance Indicators: Operating Results”. In 2026, stability in sales is anticipated after the favorable level of revenues in 2025, supported by an order book that has once again reached record levels, with strong exposure to key markets and projects for the Group Companies, in line with Ferrovial’s strategy. In 2026, the investment efforts in projects is expected to continue in the United States and other geographies, given the strong pipeline of future projects in other Ferrovial divisions and third parties. In terms of profitability, the average long-term target of 3.5% is expected to be met again, thanks to the risk management measures implemented in recent years and the volume and quality of the backlog, which enables a selective approach to tenders, focused on risk mitigation and long-term profitability. The outlook for 2026, by market, is as follows: ▪United States and Canada: following the growth in recent years, revenues are expected to stabilize, supported by a high number of awards obtained by Webber, LLC (“Webber”) in recent years, which include a number of diverse sectors such as transportation infrastructure, water treatment plants, and renewable energy projects in both Texas and the U.S. East Coast, as well as the faster execution of the Ontario Line, the Toronto Metro. In the medium term, stable investment in transportation infrastructure in states and provinces is expected. While the most recent surface transportation reauthorization is set to expire on September 30, 2026, renewal legislation is expected. The Construction division will continue to support the bidding process for P3 projects of the Group’s investment units, with a particular focus on highway and airport initiatives on the East Coast of the United States. 32 ▪Spain: A stable level of sales is anticipated, after the high growth in revenues in recent years. In the medium term, it is estimated that the momentum in the tendering activity will continue, both for public and private clients, where private initiatives in residential construction, industrial construction, logistics, technology and data centers stand out, as well as the sustained public demand for railway, sanitary and water treatment infrastructure projects. ▪Poland: revenues are expected to be in line with the previous year, and the selective tendering strategy, focusing on profitability and diversification in sectors such as energy, renewables and the specialized construction of technological and industrial projects, will be maintained. The public tender continues to offer good prospects thanks to the national investment plans for roads and railways, supported by the high level of funds allocated under the European Union's 2021-27 Multiannual Financial Framework. ▪Other international markets: The United Kingdom and Australia stand out, where a moderate drop in revenue is expected, mainly due to lower production of relevant projects in Australia, such as the Sydney Metro, which is scheduled for completion in 2026. This decline has not been offset by the progress of the three contracts for the design and construction of the track infrastructure of the HS2 high-speed project in the United Kingdom, the execution of which is expected to intensify from 2027, once the design phase is completed. Energy We believe that the future of energy depends largely on two global trends: (i) electrification of transportation and industrial processes, (ii) increasing power demand from digitalization, artificial intelligence and data centers. In the year ended December 31, 2025, this Business Division’s results continued to grow, as shown by the 25.6% increase in revenues, to EUR 339 million, from EUR 270 million in the year ended December 31, 2024. In the field of renewable electricity generation and transmission, we expect to continue with the execution of greenfield projects in our main markets and seek further acquisitions to accelerate our growth. Other The project outlook for the businesses reported as Other is the following: ▪Ferrovial Digital Infrastructure: The data centers sector is experiencing rapid growth driven by the continued transition to the cloud, artificial intelligence, the expansion of the Internet of Things (IoT), and increasing data sovereignty. It is expected that the increasing data demand of consumers and businesses will continue to generate consequent demand of digital infrastructure to cope with it. The capabilities from Ferrovial building data centers for hyperscalers and collocators over the last decade have positioned the company as an attractive delivery partner to develop the critical infrastructure required. ▪Waste Treatment: While we continue to maintain operational focus to increase plant utilization, maximize the recovery of recycles and the generation of electricity, we are exploring opportunities to divest or exit this legacy business in the UK, as it is not aligned with our core strategy. 4.B.3Group Overview 4.B.3.1Segments, Products, and Services Our operations are segmented into the following Business Divisions: (i) the Highways Business Division, (ii) the Airports Business Division, (iii) the Construction Business Division, and (iv) the Energy Business Division. The table below sets out the entities that head each Business Division and the main activities of each Business Division: 33 Business Division Group Companies Description Highways Cintra Infraestructuras España, S.L.U., Cintra Global B.V. (1), Cintra Holding US Corp and subsidiaries Development, financing, and operation of toll road infrastructure. Airports Ferrovial Airports International, B.V.,Ferrovial Airports Holding US Corp. and subsidiaries. Development, financing, investing and operation of airports. Construction Ferrovial Construcción, S.A., FerrovialConstruction International B.V., Budimex, S.A., Ferrovial Construction US Holding Corp., Webber, LLC and subsidiaries. Development, financing, and operation of construction activities, including the design and construction of all types of public and private works and, most notably, the construction of public infrastructures. Energy Ferrovial Infraestructuras Energéticas S.A.U., Ferrovial Energia S.A.U., Ferrovial Energy US LLC, Ferrovial Transco International B.V., Ferrovial EG B.V. and subsidiaries. Development and/or construction of energy transmission and renewable generation energy infrastructure as well as render of services regarding energy efficiency. Other Thalia Waste Treatment B.V. and subsidiaries. Waste management plants in the United Kingdom.Digital Infrastructure business. (1) Cintra Infrastructures SE (CISE) was merged into Cintra Global SE (CGSE) on 5 January 2026, with effect from 6 January 2026, with CGSE as the surviving entity with all assets and liabilities of CISE. Additionally, CGSE was converted into a Dutch NV on 6 January 2026 and then, on 7 January 2026, into a Dutch BV. As a result, Cintra Global is now “Cintra Global B.V.” 4.B.3.2Our Business Divisions 4.B.3.2.1Highways Business Division Overview Our activities in the Highways Business Division include the development, financing, and operation of toll road projects. We conduct our operations in this Business Division through Cintra, one of our wholly owned subsidiaries. Cintra offers a strong proposition in the industry, with over 50 years of experience, a broad management model, and in-depth knowledge of new technologies applied to pricing (such as advanced analytics) that aim to improve demand forecasting and fare optimization. Cintra also offers synergies with our Construction Business Division subsidiary, Ferrovial Construction, that result in high value creation potential. The partnership of Cintra and Ferrovial Construction supports the success of complex greenfield projects since Cintra, as licensee, and Ferrovial Construction, as construction affiliate, can align their risks and reduce the total cost of a project. In 2025, our Highways Business Division received dividends of EUR 880 million from its main toll roads’ assets in 2025 thanks to increases in traffic and vehicle kilometers traveled in 407 ETR due to greater traffic and toll rates increase in January 2025. All U.S. Managed Lanes showed similar improvement driven by strong performance and toll rates increases. In 2024, our Highways Business Division received a slightly higher amount, EUR 895 million, as it included the first dividend distribution from I-77 (EUR 205 million) and I-66 (EUR 89 million). Value Creation Cintra specializes in complex greenfield projects (new construction infrastructure projects) due to their high value creation potential. The infrastructure sector depends often on complex projects with high risk exposure. Generally, risk levels increase in the beginning of a project, with their highest level at the tendering or bidding stage. After production starts, these risks are either updated or they no longer apply and the level of risk decreases as the project progresses. Therefore, we have a structured risk management process that focuses especially on the bidding stage of a project and which consists in evaluating and assuming adequate levels of project risk that allow us to optimize the available rates of return (“IRR”) and create value by decreasing the discount rates of future cash flows as project risks decrease, whether through traffic revenues or financial solutions over the life of the concession. 34 From the equity’s point of view, construction risks generally diminish once construction projects are completed and the project starts operations; although, the constructor remain liable for construction defects. For example, we opened the I-66 toll road’s Managed Lanes in two phases in September and November 2022 as the segments became ready to open to traffic. The opening of these sections helped to reduce the overall construction risks and therefore allowed us to create value by decreasing the discount rate of future cash flows for the I-66 toll road project. In June 2023, segment 3C of NTE35W commenced operations. We also seek value creation in the Highways Business Division through the sale of mature projects, the proceeds of which are invested in new assets, where we believe there is a greater potential to generate value. Some examples of this reinvestment strategy include the sale of our remaining 89.2% stake in the Azores highway to Horizon Equity Partners and RiverRock for EUR 42.6 million in June 2023. On February 29, 2024, we entered into an agreement with Inter Infrastructure Capital S.A., to sell the 49% of the Class A shares of Umbrella Roads BV (which confer voting rights on its holder) and all the Class B shares of Umbrella Roads BV (which confer economic rights on its holder). Umbrella Roads BV is currently the direct shareholder of Cintra OM&R 407 East Development Group Inc, Cintra 407 East Development Group Inc, Blackbird Maintenance 407 Cintra GP Inc and Blackbird Infrastructure 407 Cintra GP Inc (the holding companies of the 407 Phase I and Phase II Projects), and the indirect shareholder of Serranopark S.A (Serranopark Project in Spain), Sociedad Concesionario Autovía de la Plata S.A (A66 Project in Spain), Scot Roads Partnership Project (M8 Project in the UK), Eurolink Motorway Operations Ltd and Eurolink Motorway Operations (M3) Ltd (M4 and M3 Projects in Ireland), and has the economic rights over Sociedad Concesionaria Autovía de la Plata S.A. (A66 Project in Spain). The sale of the Umbrella Road’s shares was completed on October 8, 2024 for EUR 100 million. As it pertains to the Managed Lanes’ projects, the main projects in the Toll Roads Business Division, value creation arises from toll rates being dynamic, allowing for modifications every few minutes according to the degree of congestion, always guaranteeing a minimum speed for drivers. With free-flow (barrier-free) toll systems, the Managed Lanes stand out for their long concession terms, their toll rate flexibility, and their optimized long-term financial structure. We believe these projects position Cintra as a leader in the private development of highly complex road transport infrastructures. Examples of Managed Lanes include the NTE 1-2, LBJ, NTE 35W, I-77, and I-66 highway. Investments / Main Assets Cintra has consistently invested in growing and diversifying its portfolio, with a strong focus on the North American markets. In June 2025 Cintra completed the acquisition of an additional 5.06% stake of 407 ETR. See Item 4. Information on the Company —A. History of the Company —1.Summary of Historical Investment and Divestments. — 1. Acquisition of an additional 5.06% stake of 407 ETR. Cintra’s investments go beyond the North American market and extend to emerging markets with attractive prospects. In 2021, Cintra entered in the Indian toll road market and partnered with IRB. We continue to pursue ways to increase the value of Cintra’s investment portfolio and optimize the financial structure of its assets. The table below reflects certain significant financing transactions: Highways asset Year Financing transaction LBJ 2021 USD 609 million senior secured notes issuance, partially refinancing of one of its TIFIA loans. Maturity extended from 2050 to 2057 and borrowing cost lowered from 4.22% yield to 3.797% NTE 35W 2023 USD 221 million 5-year bonds issuance to be used for the 2023 and 2024 principal pre-payments of the TIFIA loan NTE 2023 USD 397 million senior bonds issuance to finance the Mandatory Capacity Improvements according to the Comprehensive Development Agreement I-77 2024 USD 371 million senior secured notes issuance to refinance TIFIA, increasing the average life of the outstanding debt The detail of Cintra infrastructure projects borrowings for the years ended December 31, 2025 and December 31, 2024, and the maturity of our infrastructure project borrowings as of December 31, 2025 is included in Item 5. Operating and financial review and prospects —B. Liquidity and capital resources —4. Infrastructure project borrowings. 35 As of December 31, 2025, Cintra’s concession portfolio consisted of 14 concessions, 2 toll collection operators and the minority stakes in IRB and Private InvIT, 19.86% and 23.99% respectively, that have a portfolio of several toll road concessions in India (see more information on IRB and Private InvIT in India within this section). Excluding IRB and Private InvIT, Cintra comprises approximately 939 kilometers of motorway. Cintra’s portfolio of concessions is diversified geographically, with interests in toll road concessions located in Canada, the United States, Australia, Colombia, Spain, Slovakia, India, Peru and the United Kingdom. Within the Highway Business Division, we carried out a series of acquisitions and divestments from 2023 to 2025, as set forth under “—A. History and Development of the Company —1. Summary of Historical Investments and Divestments” above. As of the date of this Annual Report, our main toll concession portfolio includes the following assets: For the year ended December 31, 2025 Highways Country Ownership Fully consolidated assets NTE 1-2 ............................................................................................................................. U.S. 63.0% LBJ ..................................................................................................................................... U.S. 54.6% NTE 35W ........................................................................................................................... U.S. 53.7% I-77 ..................................................................................................................................... U.S. 72.2% I-66 ..................................................................................................................................... U.S. 55.7% Autema ............................................................................................................................... Spain 76.3% Aravia(1) ............................................................................................................................ Spain 100.0% Via Livre ............................................................................................................................ Portugal 84.0% Equity-accounted assets 407 ETR ............................................................................................................................. Canada 48.3% IRB ..................................................................................................................................... India 19.9% Private InvIT ...................................................................................................................... India 24.0% EMESA(2) ......................................................................................................................... Spain 50.0% Toowoomba ....................................................................................................................... Australia 40.0% OSARs ............................................................................................................................... Australia 50.0% Zero ByPass (Bratislava) ................................................................................................... Slovakia 35.0% (1)Our interest is divided between Ferrovial Construcción, S.A. (55.0%); Cintra (30.0%); and Ferrovial, SE (15.0%). (2)Although EMESA is managed by Cintra, our interest in the company is held by Ferrovial Construcción, S.A.. Other toll road concessions are included within the Highway Business Division: Ruta del Cacao (Colombia), Silvertown tunnel (U.K.), Anillo Vial Periférico (Peru) and Bip and Drive (Spain). Inception We began our toll road activities in 1968 with the AP-8 Bilbao—Behobia toll road concession in Spain. Since then, we have continued to develop and expand our highway business. On February 3, 1998, we incorporated Cintra Concesiones, in which we hold a 100% stake, with the aim of consolidating and optimizing the infrastructure development business. In 1999, we won the 407 ETR toll road concession award in Canada, which became one of Cintra Concesiones’ first projects, together with the concession of two stretches of the Pan-American highway in Chile. We continued to develop our infrastructure business through Cintra Concesiones, which had its initial public offering in October 2004 following its entrance in the U.S. market through the establishment of its headquarters in Austin, Texas. In 2009, we merged with Cintra Concesiones. Since 2015 we also manage concessions in Australia, Colombia, Slovakia, and the United Kingdom. In 2021 we gained access to the Indian market through IRB. Customers and Types of Contracts We operate our highway business through concession agreements. Concession agreements are contracts under which a public sector entity reaches an understanding with a private company for such company to construct and operate certain infrastructures for a period of time in consideration for the right to collect tolls (or to be paid either shadow tolls by the grantor of the concession or availability payments if there is no demand risk). The private company returns the infrastructure to the public sector entity at the end of the concession period. 36 Highway concessions projects are long term, capital-intensive projects that can typically be divided into two distinct phases: the construction phase and the operation phase. The construction phase involves the design and construction of the highway and typically spans between two to five years. This phase is characterized by large capital expenditures, during which we usually do not receive revenues except for those projects that include toll road sections already in operation. The operation phase commences once the construction phase is completed. It involves operating and maintaining the highway and tolling equipment associated with the concession, as well as collecting toll receipts and managing prices. In some cases, the operation phase may commence while certain parts of the toll road are still under construction, allowing us to collect tolls on the operational sections of the motorway, which reduces the risks inherent to these projects and leads to value creation. The operation phase is generally characterized by increasing levels of revenue as tolls are collected, lower levels of capital expenditure and incurring operating expenses and generally increasing cash flows. Revenues from toll road concessions with demand risk depend on the toll rates charged. Toll rates are typically set by the relevant governmental authority in the concession agreement. The rates that the concession can charge are typically agreed as part of the concession agreement with the relevant governmental authority. Toll rates in 407 ETR in Canada and in the I‑66 and I‑77 concessions in the United States may increase at levels that exceed the rate of inflation. In the Managed Lanes operated in Dallas, Texas (NTE 1‑2, LBJ, and NTE 35W), annual toll caps are updated each year based on the U.S. National CPI‑U, measured December‑over‑December. These facilities operate under a “soft cap” regime, meaning that while tolls may be freely set below the cap, the cap may be exceeded under specific contractually defined conditions intended to preserve minimum levels of service, such as during periods of congestion or reduced speeds. Toll revenues also remain sensitive to traffic levels, which can be affected by broader economic conditions, weather, and other external factors. In contrast, revenues from availability‑payment concessions do not depend on demand and are predetermined in the concession contract, typically with indexation to inflation. Operating expenses during the operation phase are primarily driven by the length and age of the toll road, as well as of factors such as traffic volumes and weather conditions. In this regard, this Business Division is affected by seasonality in that there is lower traffic over the winter months, due to deteriorated visibility and driving conditions as a result of winter storms and other adverse weather events (as compared to the summer and spring months, which have a lower incidence of adverse weather events and a higher traffic volume). Our financing expenses in highways depend primarily on interest rates. The infrastructure projects we invest on are principally debt-financed, to the extent that long-term concession agreements generally provide a basis for non- recourse long term debt under project finance plans, leading to high financing expenses. As the concession matures once the construction phase has ended, a traffic growth pattern is expected, and its risk profile improves. This, in turn, typically creates more opportunities to refinance projects and thereby reduce financing costs, subject to market conditions and contractual regulations. This refinancing can create value by further decreasing project risk. Cintra has a young portfolio of highways with the objective of maximizing its Adjusted EBITDA by generating strong operating revenues possible while complying with contractual obligations. To this end, Cintra operates its highways following a “premium operator” approach, which entails (i) using a hands-on approach with a common management strategy, (ii) building know-how on lessons learned across the portfolio, and (iii) continuously looking for new technologies and their potential benefits to the business. Activities The table below sets forth the traffic volume for each of our operating toll road concessions with traffic risk for the years ended December 31, 2025, 2024 and 2023. 37 Toll Road Country For the year ended December 31, 2025 2024 2023 Fully consolidated assets (in millions of transactions) NTE 1-2 .......................................................................................................... U.S. 37 39 40 LBJ ................................................................................................................ U.S. 46 46 43 NTE 35W ...................................................................................................... U.S. 52 51 42 I-77 ............................................................................................................... U.S. 42 43 41 I-66 ................................................................................................................ U.S. 35 32 29 Equity-accounted assets (in millions of VKT, vehicle kilometers travelled) 407 ETR ......................................................................................................... Canada 2,819 2,658 2,535 A brief description of Cintra’s main concessions, by geographical area, is as follows: Canada The 407 ETR We hold a 48.3% interest in the 407 ETR highway concession in Canada after acquiring an additional 5.06% stake, raising its total ownership from 43.23% to 48.3% in June 2025. See more detail in relation to this transaction in “Item 4. Information on the Company —A. History of the Company —1.Summary of Historical Investment and Divestments. —1. Acquisition of an additional 5.06% stake of 407 ETR”. 407 ETR, is the first all-electronic open access toll road in the world whereby tolls are incurred while vehicles are in motion by means of vehicle identification at entry and exit points either through transponders or video-based license plate imaging. By removing the need for toll barriers, this toll collection system enables free flow of traffic along the highway, allowing high traffic volumes without long queues. It covers 108 kilometers in an east-west direction, traversing Canada’s largest and most affluent urban center, the Greater Toronto Area. The 407 ETR has an innovative toll rates’ structure that allows us to raise prices freely without prior authorization from the Ontario Ministry of Transportation, but subject to penalties if traffic is not maintained above a certain threshold. This system makes it possible for us to optimize revenues by adjusting toll fees to the time savings offered to drivers by the toll highway. The asset’s revenue compound annual growth rate for the 2009 to 2025 period is 8.3%. Certain 407 ETR annual traffic levels are measured against annual minimum traffic thresholds, which are prescribed by Schedule 22 to the concession agreement and escalate annually up to a specified lane capacity. The concession agreement also governs the terms of the financing, operating, managing, maintaining, rehabilitating and tolling the 407 ETR for a period of 99 years (ending in 2098). United States The Managed Lanes offer a solution to the problem of congestion in urban areas providing choices to users. Under the Managed Lanes system, toll rates charged are dynamic and may be changed every few minutes to manage traffic volume and ensure a minimum speed. Cintra has different projects under this model, including the NTE 1-2, LBJ, NTE 35W, I-77, and I-66. NTE 1-2 Cintra holds a 63.0% stake in the NTE concession, a 13.2 mile (21.4 kilometers approximately) highway located in the Dallas Fort Worth area in north Texas. The NTE 1-2 is intended to improve mobility along a series of highways vital to the region, including IH-820 and SH 121/183. We fully opened the project to the public in October 2014. The concession agreement ends in 2061. During 2024, due to the success of the NTE project, additional toll road expansion works and capacity improvements under the agreement with Texas Department of Transportation are planned to be brought forward, with an expected completion in 2027. LBJ Cintra holds a 54.6% stake in the LBJ concession, which provides a solution to congestion problems on interstates IH-35E and IH-635 in Dallas, Texas. This project increases capacity in the corridor with the creation of four to six new express toll lanes. 38 LBJ is 13.3 miles (21.4 kilometers approximately) in length and located between IH-35E and US-75. The project was the largest private-public partnership (“PPP”) in the United States at the time and is, to date, the largest PPP in the Southwest of the United States. The project features a combination of four general purpose lanes and two to three continuous frontage roads in each direction, along with 13.3 miles (21.4 kilometers approximately) of two-to-three managed lanes in each direction that use dynamic pricing to keep traffic moving above 50 miles per hour (80 kilometers per hour). The Managed Lanes feature about 5 miles (8.1 kilometers approximately) of depressed roadway. A lump sum, fixed-price contract entered into as a joint venture with LBJ Mobility Partner governs the reconstruction and has a design-build period of 60 months. It is divided into three sections: (i) the I-35 section from Loop 12/IH35 to Crown Road, with a length of 3.6 miles (5.8 kilometers approximately), (ii) the LBJ/I-35E interchange, located on the I635 corridor between I35E and Dallas North Tollway, with a length of 5.0 miles (8.1 kilometers approximately), and (iii) the LBJ Section, located on the I635 corridor between the Dallas North Tollway and the east of the US75 corridor, with a length of 4.6 miles (7.5 kilometers approximately). We fully opened LBJ in September 2015. The concession agreement ends in 2061. NTE 35W Cintra holds a 53.7% stake in the NTE 35W project concession, which serves to link downtown Fort Worth, Texas, with the surrounding residential and business areas while also providing vital congestion relief by using Managed Lanes to support this major transportation corridor. The NTE 35W comprises three different segments: (i) segment 3A (6.2 miles (10.0 kilometers approximately) along the I-35W corridor through downtown Fort Worth, including the total reconstruction of the I-35W link between downtown Fort Worth and SH-820), (ii) segment 3B (4.0 miles or 6.4 kilometers approximately, financed, designed, and built by the Texas Department of Transportation; operated and maintained by the consortium in charge of NTE 35W and led by Cintra), fully opened to traffic in July 2018, with a total investment of over USD 1.4 billion, and (iii) segment 3C, an amendment to the original concession agreement awarded in August 2019 that comprises 6.7 miles or 10.8 kilometers approximately, with an investment of roughly USD 0.9 billion and a concession term of nearly 50 years. Segment 3C started operating in June 2023. The concession agreement includes renovation of existing lanes, which are expected to remain toll-free, and the construction of two managed lanes in each direction. I-77 Cintra holds a 72.2% stake in the I-77 express lanes concession in North Carolina, which connect the metropolitan area in the northern part of Charlotte with the residential area of Lake Norman over a distance of 26 miles (41.8 kilometers approximately). The express lanes are dedicated travel lanes that run adjacent to the existing general purpose lanes. The express lanes are divided into three sections: two express lanes running on both directions on I-77 between Charlotte and Exit 28, and one express lane in either direction between Exit 28 and Exit 36. The express lanes operate based on a dynamic toll system that facilitates demand management. A minimum speed of 45 miles per hour (approximately 72 kilometers per hour) is ensured. The highway’s 50-year concession term began once we opened the road to traffic, in December 2019. I-66 Cintra holds a 55.7% stake in the I-66 project concession, which comprises the construction of three toll free lanes and two express lanes in each direction between Capital Beltway and Gainesville (Virginia). The project has committed investments of at least USD 3.7 billion, including (i) USD 2.3 billion in project construction, (ii) USD 579 million in upfront concession fees to the Commonwealth of Virginia for the funding of additional improvement projects in the corridor, (iii) USD 800 million to expand transit services in the corridor, and (iv) USD 350 million for other improvement projects over the course of the 50-year concession period. The 50-year concession began at closing of the commercial agreement in 2016. The highway opened to traffic in two stages in September and November 2022. India IRB Infrastructure Developers Limited (“IRB”) IRB, in which we hold a 19.86% interest, manages 27 different toll road projects (plus a letter of award for a new project) over a total distance of more than 16,900 lane kilometers and includes the Mumbai-Pune toll road. IRB’s assets represent around 16% of the “Golden Quadrilateral,” the road network that connects India’s main economic development hubs. IRB has its own construction division that works exclusively for IRB’s own concessions, which 39 allows for similar synergies and complimentary capabilities as those derived by the relationship between Cintra and Ferrovial Construction, discussed in relevant part of this section. Private InvIT Cintra holds a 23.99% stake in Private InvIT, a subsidiary of IRB. Private InvIT holds a portfolio of 13 toll road concessions in India (12 concessions in operation and 1 under construction). Private InvIT operates in 12 Indian states over a total distance of more than 7,700 lane kilometers. The future growth of Private InvIT will be assessed by us and our partners on a project-by-project basis and is expected to be mostly funded by assets distributions. In November 2025, Private InvIT unlocked capital of approximately EUR 50 million (Rs. 4,900 crores) through the sale and transfer of its 100% stake in Hapur Moradabad Tollway Limited, Kaithal Tollway Limited and Kishangarh Gulabpura Tollway Limited to the IRB InvIT Fund, an entity in which IRB holds a 16% stake (not controlling and neither having significant influence on this entity). 4.B.3.2.2Airports Business Division Overview Our activities in the Airports Business Division include the development, financing, and investing of airports. Ferrovial Airports integrates all the Group’s airport management activities. The origins of the Airports Business Division date back to 1998, but it was only in 2006, with the acquisition of Heathrow Airports Holdings, that it gained its current relevance within our operations. Investments / Main Assets On January 28, 2025, we completed the sale of our entire stake in AGS. For further details on this potential divestment, see “Item 4. Information on the Company—A. History and development of the Company—1. Summary of Historical Investments and Divestments-- 2.Divestment of AGS Airports”. Full completion of the divestment of Heathrow Airports Holdings was finally achieved on July 3, 2025. For further details see “Item 4. Information on the Company —A. History and Development of the Company —1. Summary of Historical Investments and Divestments —3. Divestment of Heathrow.” Customers and Types of Contracts The main customers in connection with the operations of the Airports Business Division are airlines and passengers who use the facilities operated by the airports we invest in. The airports are managed through concession agreements and applicable regulatory regimes, with some airports’ revenues (i.e., Dalaman) being regulated by a local regulatory authority and other airports’ revenues (i.e., NTO) not being regulated, meaning that the fees charged to users are established by the airport. Activities The Airports generate two primary types of income: (i) aeronautical income and (ii) non-aeronautical income. Aeronautical income is generated from airport fees and traffic charges, which in turn are principally levied on the basis of passenger numbers, maximum total aircraft weight, aircraft noise and emission characteristics, and the length of time during which an aircraft is parked at the airport. In this regard, the division’s revenues are affected by seasonality of Dalaman Airport, since there is higher passenger traffic (the total number of incoming and outgoing passengers at the airport in a particular period) over the spring and summer months. Non-aeronautical income is generated mainly from retail concession fees, car parking income, advertising revenue, and other services supplied by the airport’s operators, such as the rental of aircraft hangars, cargo storage facilities, maintenance facilities, and the provision of facilities such as baggage handling and passenger check-in. This income is also affected by seasonality, since items such as car parking income, baggage handling, and passenger check-in depend on passenger volume. 40 The Airports Business Division’s assets are divided into economically regulated and economically non-regulated assets. For example, passenger fees at Dalaman are set by the governing concession contract. A brief description of Ferrovial Airports’ main assets is as follows: NTO at JFK In 2022, we entered a consortium for the development of NTO at JFK airport and as a result hold a 49.0% indirect interest in the project. On June 10, 2022, the consortium signed the lease agreement with the Port Authority of New York and New Jersey (the NTO Lease) for the construction and later operation of the terminal, which ends in 2060. After construction, the terminal is expected to come into operation in 2026. The revenue streams from the terminal under the NTO Lease agreement are the passenger fees charged to the airlines, as well as commercial revenues. This investment is in line with our strategy, as (i) JFK is “the largest” international U.S. gateway for aviation by a significant margin as reported by the U.S. Department of Transportation in its U.S. International Air Passenger and Freight Statistics report for December 2024, released on April 2025. (ii) JFK is a durable and strong internationally air traffic market that can successfully weather changes in international traffic trends and demand, (iii) the project will increase the airport’s capacity to host large aircrafts and (iv) the air charges are unregulated. The NTO project will be completed in phases to match traffic demand. The initial phase of development (Phase A), related to the initial round of financing, will replace the operations of the Terminal 1, Terminal 2 and Terminal 3. Terminals 2 and 3 have already been demolished and Terminal 1 will be demolished as part of the subsequent phases of the NTO project once Phase A opens to traffic. Work on Phase A began in June 2022. NTO has been informed by the contractor that the completion of this first phase of construction will be delayed from the originally scheduled opening date of June 2026. The contractor has communicated that it is currently targeting the completion date for the first phase of construction to occur during Fall 2026. Ferrovial continues to monitor the process and timeline to complete the first phase of construction. Our Construction Business Division also participates in this project through Ferrovial Construction, which acts as the lead on the technical area of the project management office (PMO). As of the date of publication of this Annual Report, we had agreements with 25 airlines, of which 16 were executed airline agreements including with Air France, LOT, Etihad, KLM, Korean and Turkish, among others. Six of these airline agreements were executed during 2025, including the agreement with Turkish Airlines. In addition, as of the date of publication of this Annual Report, NTO had entered into 9 letters of intent with other international carriers and we continued to be engaged in active negotiations with numerous additional international airlines. For additional information, see Note 3.5.2 (Disclosures relating to JFK NTO LLC) to the Audited Financial Statements. Dalaman Airport In February 2022, we reached an agreement to acquire a 60.0% interest in the company that manages the concession for the Dalaman airport in Turkey. We completed the acquisition in July 2022 for EUR 144 million. The concession started in 2014 and it terminates in 2042. Passenger charges are set and collected in euros, so most of the airport’s revenues are in that currency. The airport, which is located on the Turkish Riviera, a vacation destination for both domestic and international passengers, had 5.6 million passengers in 2025, compared to 5.6 million passengers in 2024, representing a (1.1)% decrease. As a consequence of the conflict in Ukraine, there was a decline in Russian and Ukrainian passengers in 2022 that continues, although the impact is limited and partly offset by increased traffic from other European destinations, especially the United Kingdom. Dalaman distributed EUR 7 million dividends at FER’s share in the year 2025. In 2024, Dalaman was awarded Level 3 of the Airport Carbon Accreditation (ACA) program of Airports Council International Europe (ACI Europe) Carbon Emissions Certificate, which recognizes its efforts to manage and reduce its CO2 emissions. Additionally, in the same year, the airport completed the installation of a solar power plant on its terminal roof. With its 10,230 MWh production it supplies 55% of the terminal energy needs. It covers an area of 45,000 square meters and consists of 15,000 panels. Following the completion of this first phase in 2024, the airport is already advancing into the second phase of the project. The expanded installation will add 10,500 solar panels to the facility’s roof, with an expected annual generation of 9,044 MWh. Installation is currently underway and is expected to be fully operational during 2026. 41 This project enhances the asset’s resilience by reducing its dependency on the grid, contributes to lowering its carbon footprint (Scope 2 emissions), and delivers significant savings in energy costs. Other Operations We operate in the airport facility maintenance and management sector through our 49.0% stake in the Qatari company FMM, responsible for the maintenance and management of the Doha airport in Qatar. 4.B.3.2.3Construction Business Division Overview We conduct our construction activities through our wholly-owned subsidiaries Ferrovial Construcción S.A (head entity of the Spanish Construction Business Division and with presence in other geographies), Ferrovial Construction International B.V. (head entity of certain international Construction Business Division, excluding the U.S. and Spain construction business) and Ferrovial Construction US Holding Corp (head entity of the U.S, Construction Business Division), as well as through other companies within the Construction Business Division. With extensive experience in the industry, Ferrovial Construction is a leading construction company in terms of revenue. Ferrovial Construction is involved in all areas of civil engineering, residential building, and non-residential building internationally. The company is also involved in water treatment plant engineering and construction through its wholly-owned subsidiary Cadagua, recognized internationally for its water treatment facilities. Our Construction Business Division is also involved in energy transition projects, maintaining our commitment to the development of sustainable, innovative, and efficient solutions. We have established a strong presence in numerous international markets and function through local subsidiaries, including Budimex in Poland and Webber and Ferrovial Construction in the U.S.. We also primarily function through subsidiaries other in markets such as the United Kingdom, Canada, Chile, and Australia. The Construction Business Division’s operations are affected by seasonality due to an increase in activity over the spring and summer months due to improved weather conditions (as compared to the winter). For further details on the effect of seasonality on the Construction Business Division’s results, see “Item 5. Operating and Financial Review and Prospects—A. Operating Results—2. Material Factors Affecting Results of Operations—5. Seasonality.” The principal products we use in our Construction Business Division include concrete, steel reinforcing bars, and asphalt. The fabrication of these products is subject to raw material (such as cement, aggregates, and crude oil) availability and pricing fluctuations, which we monitor on a regular basis. We purchase most of these raw materials, necessary to operate our business, from numerous sources. The availability and cost of these raw materials may vary significantly from year to year due to various factors, including the logistics market, customer demand, producer capacity, inflation, market conditions, and specific material shortages. Investments / Main Assets During 2025, we won, among other projects, the following: ▪January: Design and build contracts (Lots 1, 2 and 3) of the superstructure for the UK’s high-speed railway between London (Old Oak Common) and Birmingham (Curzon Street). The contracts include the design and installation of approximately 280 miles of track capable of speeds up to 225mph (360km/h). The projects amount to GBP 1.784 million, and we participate 50% (GBP 892 million) in them (being our partner BAM Nuttall Limited). ▪May: Capital Express Central Pump Station, as a part of the I-35, consisting in the construction of a pump station in Austin, Texas (U.S.). Once complete, it will include 17,600-square-foot operations building and four concrete volute pumps that can move roughly 260,000 gallons of water each minute. The project amounts to USD 426 million. ▪July: improving capacity and mobility along the 10-mile corridor of I-95 in South Carolina (U.S.), beginning at one mile past the Georgia state line. The project includes the construction of two new lanes, 13 bridges, one being built over the Savannah River, and interchange improvements for Exit 5 and a new Exit 8. The project amounts to USD 728 million. 42 Inception We have developed and expanded our Construction Business Division nationally and internationally since 1952, mainly through the award of concession contracts in countries such as the United Kingdom, the United States, and Canada, and through strategic acquisitions such as Budimex in Poland and Webber in the U.S. We have a great degree of expertise in large and complex international projects, mainly through construction works carried out for the benefit of our Companies, but also through construction works carried out for the benefit of third party clients. Customers and Type of Contracts Ferrovial Construction’s Order Book was EUR 17.4 billion as December 31, 2025, not including pre-awarded contracts or contracts pending commercial or financial agreements for an approximate amount of EUR 2.5 billion. Clients from the public sector accounted for 84% of the total Order Book, with our Companies representing 3% and private customers representing 13%. Within the EUR 2.5 billion was the Anillo Vial Periferico construction contract, for approximately EUR 750 million, related to the Anillo Vial Periferico concession contract, in which we, through our subsidiary Cintra, hold a 35% stake (for more information see “Item 4. Information on the Company—A. History and Development of the Company—2. Significant equity investments”. The other contracts were entered by Budimex. Ferrovial Construction’s Order Book was EUR 16.8 billion as of December 31, 2024 (not including pre-awarded contracts or contracts pending commercial or financial agreements for an amount of EUR 2,7 billion). Clients from the public sector accounted for 86% of the total Order Book, with our Companies representing 3% and private customers representing 11%. Generally, our Construction Business Division operates through hard bid and design-build agreements whereby we assume obligations related to the design and construction of infrastructure. We generally enter into those agreements by virtue of our successful participation in public and private procurements. Activities A brief description of the Construction Business Divisions’ main business lines is as follows: Ferrovial Construction Ferrovial Construction participates in all areas of construction, including civil works and building and industrial works. Within the context of civil works, the Business Division’s largest segment, it designs and builds all types of infrastructures, including roads, railways, hydraulic works, maritime works, hydroelectric works, and industrial projects. Ferrovial Construction’s building activities also include the construction of non-residential buildings (including airports, data centers, sports facilities, health centers, schools and cultural buildings, shopping and leisure centers, museums, hotels, building refurbishment projects, offices, factories, and industrial warehouses) and residential construction. Additionally, Ferrovial Construction, through Cadagua, provides engineering and construction services of water treatment plants, mainly in sewage treatment, water purification, and waste management plants. Budimex Budimex, a company founded in 1968, has been listed on the Warsaw stock exchange since 1995. It is the leading construction company in Poland in terms of revenue (based on the data from the “Polish Construction Companies 2024” report from Deloitte). Our stake in Budimex as of December 31, 2025 was 50.1%. Budimex has been traditionally focused on the construction of civil works (such as roads, highways, railways, airports, and bridges), industrial construction, residential buildings, and non-residential building, which aligns with the overall operational split of the Construction Business Division. Over the last few years, Budimex has systematically diversified its activities, both by seeking and acquiring projects other than roads and by participating in new activities such as public-private partnerships and infrastructure and facilities management. Budimex is currently a key player in the infrastructure market (road and rail) and general construction market in Poland. As a general contractor, the company offers construction services in the following infrastructure sectors: roads, railways, airports, general construction, energy, industrial and environmental construction. In recent years, the company has increased its exposure to the prospective hydro and military markets. General construction within the Budimex Group has also undergone a transformation demonstrated by the reduction of exposure to the real estate market. Instead, the company 43 has focused on specialized construction and areas of the market that can be characterized by capital inflows related to local government investments and private investments by foreign companies. Budimex is also involved in facility management, specifically real estate and infrastructure facility services, and waste management sectors through FBSerwis. On November 7, 2024, Budimex informed of its decision to start the process of reviewing strategic options in relation to FBSerwis, analyzing scenarios covering, among others search for a significant investor or investors for FBSerwis (both minority and majority), concluding a strategic alliance with another entity, introducing the selected company to the Warsaw Stock Exchange (IPO). Moreover, Budimex plans to analyze the possibility of FBSerwis group activity diversification. The above list of scenarios is not exhaustive and other scenarios not listed above can be also considered if they appear as a result of the review. On January 28, 2026, the Management Board of Budimex resolved to amend the timeline of the ongoing review process. The completion of the assessment of strategic options originally expected in the fourth quarter of 2025, has been tentatively rescheduled to April 30, 2026. The company’s strategic plans include expansion of its construction activities into neighboring countries, taking a decision regarding the new strategy for FB Serwis, as explained above, and participation in Poland’s energy transformation (investments in renewable energy generation assets through the joint venture BXF Energia). Webber Webber specializes in the construction of infrastructure works, such as roads, highways, bridges, and airport runways. In 2018, it became the leading transport infrastructure company in the State of Texas, United States, according to Engineering News Record (“ENR”) magazine. In 2016, Webber acquired Pepper Lawson Construction, a specialized company in water infrastructure, enhancing the capabilities and resources of Webber in this segment. It also provides operations and maintenance solutions for critical infrastructure assets. Webber is one of the leading transportation- focused contractors in Texas (based on the 2022 data from ENR Texas & Louisiana report), and in the last few years, it has expanded operations into other U.S. states, including Virginia, Georgia, North Carolina, and Florida. 4.B.3.2.4Energy Business Division The Energy Division is primarily focused on providing innovative solutions for the development, financing, construction, and operation of renewable energy generation, storage and transmission infrastructures. The Division is present mainly in the United States, Spain, Poland, Chile and Australia. Investments / Main Assets The Energy Division has eight energy assets in portfolio: four renewable energy generation assets (two of them in operation) and four transmission lines (three of them in operation). In the United States, the Energy Division has two solar photovoltaic plants under construction in Texas (Leon and Milano), with a combined generation capacity of 500 MW, and that are expected start operations in 2026 and in 2027 respectively. In Spain, the Energy Division has a 50 MWdc photovoltaic plant in operation, located in Gerena (Seville), as well as a pipeline of energy storage and generation projects in their early stages of development. In Poland, the JV between Ferrovial Energía and Budimex, has a 60 MWdc solar photovoltaic plant that finalized construction in 2025. This asset has already started to sell energy. In Chile, the Energy Division has three transmission line assets in operation across the country (Transchile, Centella and Tap Mauro). In January 2025, we were officially awarded with a group of works, which includes the rights for the development, construction, and exploitation of a new transmission line (2x154kV Tinguiririca – Santa Cruz), that should start commercial operation in 2030, and the construction of five expansion works for the grid. Ferrovial Energy´s Order Book was EUR 899 million as December 31, 2025. Clients in countries outside of Spain accounted for 55% of the Order Book’s accounts. Customers and Type of Contracts Within the Energy Business Division, our main customers and type of contracts vary depending on the market dynamics of each business line of the Division and the specific underlying service or asset. 44 For our electricity generation and storage activity, we acquire or promote and develop our own energy assets. The energy generated by our assets will be sold through a long term off-take agreement -for example a Power Purchase Agreement (PPA) at an agreed price with an off-taker requiring large amounts of electricity-, or alternatively selling the produced energy in the wholesale market in accordance with the applicable electric sector regulations. Our transmission lines are freehold assets awarded by governmental authorities—for example, the Chilean Ministry of Energy—following our successful participation in a competitive bidding process. These assets are not subject to demand risk (i.e., financial risk that we will be unable to sell our services) since they are subject to availability payment, a means to compensate private parties for designing, constructing, operating and maintaining a facility, codified pursuant to Chile’s General Law of Electric Services and the Adjudication Decree (administrative act issued by the Ministry of Chile). Although we enter into underlying agreements with the appropriate governmental authorities, the direct recipients of the services provided by our transmission lines assets managed under our energy infrastructure are electricity generation and distribution companies. Our EPC activity operates through engineering, procurement and construction agreements whereby we assume obligations to design, procure and construct renewable energy infrastructures. We generally enter into those agreements by virtue of our successful participation in private procurements. Our Energy Efficiency activity is rendered to private and public clients in Spain, the later throughout competitive bidding processes governed by public procurement regulations. Activities Our activities include the development, finance, construction and operation of renewable generation, storage and transmission line infrastructures, and the provision of energy efficiency solutions. In a sector subject to constant change, we intend to use, together with our own resources, our participation in industrial ecosystems to develop and invest in technologies that enable growth in profitable businesses. The Energy Business Division’s activity focuses on selected geographies: the U.S., Spain, Chile and Australia. The Energy Business Division is an active part of our ESG strategy, with the focus on the fight against climate change and the decarbonization of the economy. For more information on our ESG actions, see “—12. Environment / Sustainability / Health and safety.” 4.B.3.2.5Other We use the “other” category to reflect results for companies not assigned to any Business Division, the most significant being Ferrovial SE, the Group’s parent company, as well as the business line Ferrovial Digital Infrastructure and the waste management plants in the United Kingdom. Ferrovial Digital Infrastructure In 2024, we created a business line, Ferrovial Digital Infrastructure, with the target of identifying investment opportunities to develop high-value projects in the data center market. We are in the early stages of developing one data center campus in Warsaw, Poland, and one in Alcobendas, Spain. Services Businesses In 2018, following completion of a strategic review process, we decided to classify the Services Business Division as discontinued operations. We substantially concluded the divestment process in 2022. On June 27, 2025, Ferrovial completed the divestment of the services business in Chile. The total cash received in relation to this divestment reached EUR 24 million, and the transaction generated a capital loss of EUR 14 million. For more information regarding this change in the scope of consolidation, see Note 1.1.5 (Consolidation scope changes and other divestments of investees) to the Audited Financial Statements. On June 28, 2024, we completed the sale of our 24.8% pending stake in Grupo Serveo to its majority shareholder, Portobello Capital. In January 31, 2022 we sold the whole Infrastructure Services business in Spain to Portobello Capital for EUR 175 million. After the closing of the sale, we acquired the 24.8% of the Grupo Serveo shares for EUR 17 million. This transaction culminates our divestment of the services business in Spain as part of our strategy to focus on our core business—the development and operation of sustainable infrastructure. 45 We currently manage waste treatment (i.e., a production and consumption model that incentivizes the sharing, leasing, reutilizing, repairing, renewing, and recycling of already-existing raw materials and products throughout their life cycle) activities. During the year 2025 we had four municipal solid waste management centers in the United Kingdom, located in Yorkshire, Milton Keynes, Cambridge, and Isle of Wight. Each of them is largely (Cambridge) or exclusively (other three locations) associated with a concession contract with different local authorities. Together, they have capacity to treat some 800,000 tons per year. During December 2025, we reached an agreement with the Isle of Wight Council to exit that contract on 31 March 2026. Under this agreement, all guarantees issued linked to this project have been released. Milton Keynes contract is ending in 2026. Customers and Type of Contracts The majority of our waste management activities in United Kingdom occur under concession contracts with different local authorities, which regulate both the plants’ construction and subsequent operations. These concession contracts are expected to expire between 2026 and 2043. Activities In the case of our waste management projects, the core activities are the treatment and disposal of waste together with certain ancillary activities including the generation of energy. 4.B.4Seasonality For a discussion of seasonality, see “Item 5. Operating and Financial Review and Prospects—A. Operating Results— 2. Material Factors Affecting Results of Operations—5. Seasonality.” 4.B.5Sources and Availability of Raw Materials Within our business, the Construction division is the primary consumer of raw materials among our businesses. For a discussion of sources and availability of raw materials, see “—3. Group Overview—2. Our Business Divisions—3. Construction Business Division” and “Item 5. Operating and Financial Review and Prospects—A. Operating Results —2. Material Factors Affecting Results of Operations—1. Inflationary pressures and energy and commodity prices.” 4.B.6Research and Development In 2025, Ferrovial advanced its ReadIT 2027 strategy through a focused set of research and development initiatives aimed at strengthening the company’s digital foundations, enhancing operational resilience, and supporting the development of innovative digital capabilities aligned with Ferrovial’s long‑term competitiveness and sustainability commitments. These efforts continued to evolve across three strategic pillars—Innovation Levers, Focus Areas, and Fundamentals—each contributing to a more efficient, data‑driven and resilient operating model. The company also progressed its long‑standing research collaboration with the Massachusetts Institute of Technology (MIT), particularly in predictive geotechnical modelling and advanced soil‑monitoring technologies, reinforcing Ferrovial’s capabilities in climate‑resilient infrastructure design. Under the Innovation Levers pillar, Ferrovial expanded its capacity to validate emerging technologies in realistic operational environments. The company strengthened the capabilities of Ferrovial Lab, where multi‑sensor edge architectures, real‑time data‑fusion engines, and cloud‑to‑edge connectivity models are tested to support next‑generation Intelligent Transportation Systems (ITS) and automation use cases. Within the Focus Areas pillar, Ferrovial continued building an integrated digital ecosystem that supports automation, analytical rigor and operational consistency. The Fundamentals pillar focused on cybersecurity, regulatory compliance and sustainability‑aligned innovation. 4.B.7Intellectual Property We implement intellectual property (“IP”) protection policies and procedures. The measures we take to protect our IP include the registration of trademarks and Internet domain names to protect our interests, as appropriate. In addition, we protect our IP assets through patents and utility models. We have more than 50 patents and utility models. However, we believe that none of the referred patents and utility models are key or material elements in our Business Divisions. 46 In order to protect our IP, our relevant policies and procedures on this field apply to all subsidiaries, which are required, among others, to (i) proceed with an early registration of trademarks and Internet domain names whenever it is expected that we enter a new industry or commence activities in a new country and (ii) properly define the relevant products and services to ensure an adequate protection of our trademarks. 4.B.8Market and Competitive Environment The markets and geographies where we operate are numerous and the competitive environment depends on the activity and the countries in which we perform each activity. We have numerous competitors. The extent of our competition varies depending on particular markets and geographic areas and is influenced by the type and scope of a particular project. A summary of our main competitors, differentiating between infrastructure and other contracts, is set out below. 4.B.8.1Concessions in infrastructure projects For concessions in infrastructure projects, our main competitors are international developers and infrastructure funds. Such funds typically raise money from different types of investors, such as pension funds or insurance companies interested in investing in long term projects linked to inflation. In addition, we face competition from listed companies vying for concessions projects and from big construction groups interested in investing in the equity of our concession companies and building the projects for the concession company. The main competitive factors in this industry include: (i) financing capacity in order to inject equity in projects and being able to close financial agreements with banks or other financial institutions in order to finance the required investments, (ii) technical skills to design better solutions to cover clients’ needs in terms of, for example, traffic management and environmental impact, (iii) expected returns (hurdle rates) on projects, (iv) technical skill in operating the infrastructure, including, for example, electronic tolling systems or infrastructure maintenance and (v) the use of data analytics and artificial intelligence to produce self-improving pricing algorithms. 4.B.8.2Construction contracts For construction contracts our main competitors are big or medium-sized construction companies; in some cases, these are global players in terms of geography, but, mainly, they are local or regional players with different types of skills and, in some cases, specialized by type of work. The main competitive factors in the industry include: (i) availability of qualified, skilled, and/or licensed personnel, (ii) reputation for quality and technical expertise as well as design capabilities, (iii) cost structure and the ability to control project costs, (iv) price, (v) geographic diversity, (vi) experience in specialized markets, and (vii) financial robustness in terms of solvency and liquidity. We believe we are well-positioned to compete in our markets because of our reputation, our technical experience in the design of feasible solutions for our clients, our cost effectiveness, our employee expertise, and our broad range of services. Furthermore, we believe our size, technical capabilities, and geographic presence places us in a strong market position. 4.B.9Regulatory Environment We must comply with specific (and evolving) regulations in the sectors in which we carry out our activities and operations. Additionally, in the countries where we operate, there are local, regional, national, and, in some cases, supranational (EU) bodies that regulate our activities and establish applicable environmental and other regulations. Regulatory regimes impact where and how we conduct our business, including environmental impact, property and real estate permitting, labor relations, government contracting, privacy, supply and costs, taxes, and other factors influencing our operational performance and financial results. 47 4.B.9.1Highways United States For our toll roads business, at a federal level, for example, (a) environmental obligations are imposed by the National Environmental Policy Act (“NEPA”) and the Comprehensive Environmental Response, Compensation, and Liability Act, (b) anti-corruption and anti-money laundering obligations and, (c) foreign investment regulations dictated by the Committee on Foreign Investment in the United States (“CFIUS”). At a state or local level, by enabling state and local laws and regulations, cover the statutory framework under which states have general or limited authority to procure and to enter into a public private partnership (PPP) contracts with for the development of highway transportation infrastructure projects. United Kingdom In UK, PPP projects are procured under various public contracts regulations. National Highways (formerly Highways England) is the government-owned company responsible for operating, maintaining and improving England’s motorways and major A-roads, the Strategic Road Network (SRN). Transport for London (TfL) is a local government body responsible for most of the transport network in London, United Kingdom. Canada Various public sector statutes, directives, and policies applicable to PPPs apply to our highway projects in Canada. The Ministry of Labour, Immigration, Training and Skills Development may inspect workplaces, issue orders, investigate accidents, and recommend prosecutions. Environmental Assessments conducted pursuant to the Environmental Assessment Act (EAA) are under the jurisdiction of the Ministry of Environment Conservation and Parks (MECP). Australia The Australian government has a centralized PPP authority associated to the Treasury Department, although it cooperates with regional and local governments in the procurement of projects. Spain The Department of Roads of the Ministry of Transport is the responsible entity for projects related to the national network of roads. The relevant Department of Transport of an autonomous community (comunidad autónoma) is the responsible entity for projects related to the roads of an autonomous community. Portugal The Secretary of State for Infrastructure and the Secretary of State for Finances are the responsible entities for projects related to highway in Portugal. Following completion of the sale of our stake in the Euroscut Azores to infrastructure funds Horizon Equity Partners and RiverRock on December 28, 2023, we no longer hold an interest in any toll road concessions in Portugal, although we continue to render managerial services to the Norte Litoral, Via do Infante (Algarve) and Euroscut Azores highways through the relevant services’ contracts. Ireland Transport Infrastructure Ireland is the public entity responsible for managing the procurement process of national road schemes in Ireland. Slovakia The Ministry of Transport and/or the National Highway Company procure for new PPP road projects in collaboration with (i) the Ministry of Finance, (ii) the Slovak Government, and (iii) the Slovak Public Procurement Office. Colombia The public authorities involved in the highways’ procurement are the Ministries of Transport and Finance and the National Infrastructure Agency. 48 India The National Highways Authority of India is the responsible entity for national highway projects in India. 4.B.9.2Airports United States Generally applicable civil and commercial laws and regulations, federal, state, and municipal regulations on transportation, labor matters, construction activities, environmental matters (such as NEPA), state contract law, and permitting, among others, apply to our NTO project. There are also various miscellaneous federal laws that apply to and frame the activities of NTO at JFK, including those related to civil rights, anti-discrimination, the environment, and other relevant matters (such as anti-money laundering, corruption, and similar matters). In addition, since the activities of the project company relate to airport activities, federal agencies such as the FAA, Transportation Security Administration (“TSA”) and CFIUS have overview powers over the investments we make, our ongoing operations, and other relevant operational and regulatory matters. NTO must also comply with a number of airport regulations, which include the Port Authority of New York and New Jersey’s Airport Rules and Regulations (which regulate operations at the JFK), as well as the Federal Aviation Regulations (“FARs”) prescribed by the FAA, which govern aviation activities in the United States. In addition, we collaborate with TSA to comply with its regulations to facilitate security screening of passengers, U.S. Customs & Border Protection, and other security activities at the airport. Turkey The main public authorities/entities with regulatory and supervisory powers on airport activities in Turkey are (i) the Ministry of Transportation and Infrastructure of Turkey, (ii) the General Directorate of State Airports Authority of Turkey, and (iii) the Turkish Directorate General of Civil Aviation. Qatar The main public authorities/entities with regulatory and supervisory powers on airport activities in Qatar are (i) the Ministry of Commerce and Industry, (ii) the Ministry of Labor, (iii) the Ministry of Finance, and (iv) the Ministry of Environment and Climate Change. 4.B.9.3Construction United States The Federal Acquisition Regulations serve as the primary regulatory code with respect to U.S. federal agencies acquiring services and supplies. Construction projects must also comply with (i) federal safety and health legislation, such as the Occupational Safety and Health Act of 1970 (“OSHA”), enforced by the Occupational Health and Safety Administration, (ii) other federal requirements regarding human health and environment enforced by the U.S. Environmental Protection Agency (“EPA”), and (iii) other federal and state labor regulations, including regulations in the fields of health and safety, employee wages and benefits, anti- discrimination and subcontracting. In addition to the aforementioned OSHA, EPA, and labor regulations, most states also enact safety regulations, and there are further regulations at the regional and local levels. Some states also require a variety of construction licenses in connection with the carrying out of certain projects. United Kingdom The Health and Safety Executive (“HSE”), an agency with extensive enforcement powers, oversees compliance with the HSWA. There are several licenses and consents that a contractor may be required to obtain to carry out construction work. For example, work that involves asbestos requires a license from the HSE. In addition, the HSE also receives pre-work commencement notifications in connection with certain construction projects as set forth in the Construction (Design and Management) Regulations 2015. The Environment Agency is responsible for enforcing laws that protect the environment and issuing environmental permits and exemptions. 49 Canada Canadian environmental and health regulations and permitting apply to our projects at the both the federal and provincial levels in Canada. and are prescribed by the particular provincial and /or municipal governmental agency in charge of a project. Australia Many governmental subdivisions in Australia have statutory bodies which monitor compliance with their regulatory, licensing and registration regimes. For projects with federal funding, additional accreditation by the Office of the Federal Safety commissioner may be required. Poland The main public authorities/entities with regulatory and supervisory powers on construction activities in Poland are, with respect to environmental matters, the General Directorate for Environmental Protection and, with respect to construction generally, the Ministry of Infrastructure. Spain The permitting process is the main avenue of construction oversight in Spain. Local authorities are responsible for granting construction works licensing. Chile The permitting process is the main avenue for construction oversight in Chile. Prior to work execution, construction projects generally require a construction permit from the respective municipal works director. Some projects require obtaining an environmental permit through the Chilean Environmental Assessment Service. Other specific permits may be required, based on the project’s nature. 4.B.9.4Energy United States The relevant regulatory bodies that govern energy generation and energy storage infrastructure in the United States at a federal level include: (i) the Federal Energy Regulatory Commission (FERC); (ii) the US Department of Energy; (iii) the Office of Energy Efficiency and Renewable Energy, a department of the U.S. Department of Energy; (iv) the U.S. Environmental Protection Agency (EPA); (v) the U.S. Department of the Interior; and (vi) the Federal Trade Commission. In addition to the federal regulatory bodies that govern energy generation and energy storage at a federal level, Texas has the following regulatory bodies that also govern energy storage and energy storage infrastructure: (i) the Public Utility Commission of Texas (PUCT); (ii) the State Energy Conservation Office (SECO); (iii) the South-central Partnership for Energy Efficiency as a Resource (SPEER); (iv) Texas Renewable Energy Industries Alliance (TREIA); and (v) the Electric Reliability Council of Texas (ERCOT). Spain The relevant regulatory authorities and other relevant actors with respect to the Spanish energy ecosystem are the Ministry for Green Transition and Demographic Challenge (Ministerio para la Transición Ecológica y el Reto Demográfico), the National Commission for Markets and Competition (Comisión Nacional de los Mercados y la Competencia), and Red Eléctrica de España, S.A.U., as well those departments of each autonomous community and municipalities in Spain bestowed with authority over electricity, urban planning and environmental matters. A draft law for the re-establishment of the National Energy Commission is currently in process, subject to the final decision of the Parliament, and is intended to grant the National Energy Commission with the regulatory powers already allocated to the National Commission for Markets and Competition. Supranational bodies also perform overview roles such as the European Commission (Directorate-General Energy) and European Union Agency for the Cooperation of Energy Regulators (ACER). 50 Chile Chile also highly regulates energy transmission. The main regulatory or supervisory authorities of the energy ecosystem in Chile are the Ministry of Energy (Ministerio de Energía), the National Energy Commission (Comisión Nacional de Energía), the Superintendency of Electricity and Fuels (Superintendencia de Electricidad y Combustibles), and the National Electrical Coordinator (Coordinador Eléctrico Nacional). Poland In Poland certain applicable regulations are established by the European Union, as well as the Polish laws established largely to ensure compliance with the EU’s regulations. The main regulatory and supervisory authorities in Poland are the Energy Regulatory Office (Urząd Regulacji Energetyki) and the Ministry of Climate and Environment (Minister Klimatu i Środowiska). The role of the President of the Energy Regulatory Office is the most crucial. Its responsibilities include, among others, issuing the licenses for energy generation, transmission, distribution and trade, as well as monitoring compliance with energy laws and regulations. On the other hand, the Ministry of Climate and Environment promulgates legal acts, such as, for example, the Regulation of the Ministry of Climate and Environment dated on March 22, 2023 on detailed conditions for the operation of the electric power system. Transnational entities also perform overview roles such as the European Commission (Directorate-General Energy) and European Union Agency for the Cooperation of Energy Regulators (ACER). 4.B.9.5Digital Infra business line Spain and Poland Neither Spain nor Poland currently maintain a dedicated regulatory framework governing data centers as a distinct asset class or sector, nor are data centers subject to a specific administrative concession regime or public procurement framework in these jurisdictions. However, data centers are subject to a broad range of cross‑sector state, regional, and local laws and regulations, including environmental, urban planning, energy, and permitting requirements. There is no single supervisory authority responsible for the oversight of data centers in either Spain or Poland. Instead, regulatory and supervisory responsibilities are distributed among multiple governmental bodies at different administrative levels, each exercising authority over specific aspects relevant to the development and operation of data center assets. At the European Union level, the regulatory framework applicable to data centers is evolving through a combination of legislative initiatives, some of which have already been adopted and will require transposition into the national laws of Member States, while others remain under development. Together, these measures aim to establish a more comprehensive and harmonized set of requirements relating to energy efficiency, sustainability standards, and digital sovereignty for data center operations across the EU. 4.B.9.6Waste management business line United Kingdom The Department for Environment, Food and Rural Affairs, the Secretary of State, the Environment Agency, the Health and Safety Executive, and local authorities are responsible for regulating waste activities locally, regionally, and nationally. We also enter into waste management agreements with local authorities, which can oversee our operations thereunder. For additional discussion of the regulatory matters impacting our businesses see “Item 5. Operating and Financial Review and Prospects—A. Operating Results —2. Material Factors Affecting Results of Operations —7. Regulatory matters” and “Item 3. Key Information—D. Risk Factors —4 Legal, Regulatory, and Government Contracting”. 51 4.B.10Insurance Under our risk management policy, we maintain insurance policies that we believe are customary for our business and our risk profile and which provide cover against various risks, such as third-party damage (aviation, environmental, and civil liability, in general), construction defects, management’s and employees’ liability. Our insurance policies also cover risks to our property, plant, and equipment, as well as claims that might arise against us for performing our business activities. Additionally, we have a cyber-insurance policy that covers possible disruptive events and cyber incidents that may occur in the context of our business activities. Our risk management policy also includes the assessment of tools for risk transfer alternatives to insurance cover. We believe that we are insured to a commercially reasonable standard and that we pay appropriate premiums for this coverage. Our insurance coverage is regularly evaluated and adjusted as necessary. It could be the case, however, that the Company or one of our Companies could suffer damages that are not covered by the existing insurance policies or that exceed the coverage limits set in these policies. See “Item 3. Key Information—D. Risk Factors—1. Business Environment and Macroeconomic Factors—13. Natural or man-made disasters and health emergencies may disrupt our business.” 4.B.11Property, Plants, and Equipment Our property, plants, and equipment amounted to EUR 1,012 million as of December 31, 2025 and EUR 772 million as of December 31, 2024. Our investment balance in property, plant, and equipment amounted to EUR 1,596 million as of December 31, 2025 (EUR 1,377 million as of December 31, 2024), and consisted mainly of fixtures, fittings, tooling and furniture (EUR 576 million), plants and machinery (EUR 741 million), and land and buildings (EUR 279 million). Additions in property, plants, and equipment totaled EUR 426 million as of December 31, 2025 (EUR 318 million as of December 31, 2024), the most significant relating to the Construction Business Division (EUR 179 million), and the Energy Business Division (EUR 174 million), fundamentally due to the acquisition of Milano Solar, LLC project. The development of solar plant in Poland also stands out among the main additions. Finally, within other business, worth mentioning, among others acquisitions, the additions related to the purchase of two plots of land in Spain for data center development. Disposals due to sales or retirement amounted to EUR 76 million as of December 31, 2025 (EUR 77 million as of December 31, 2024), of which approximately EUR 57 million related to construction, mainly plant, machinery and other equipment. Leases are not part of the plant and equipment line item. We primarily have lease agreements for buildings, vehicles, plants, and machinery (although we also have lease agreements in place for land and office equipment, among other categories), amounting to EUR 296 million as of December 31, 2025 (EUR 238 million as of December 31, 2024). Our right-of-use assets consists mainly of buildings, specifically long-term office leases. Additions to the lease category as of December 31, 2025 totaled EUR 190 million, of which EUR 166 million is associated with Construction Division leases. For information on environmental matters related to our Property, Plant, and Equipment, see “—12. Environment / Sustainability / Health and Safety.” 4.B.12Environment / Sustainability / Health and Safety 4.B.12.1Relevant environmental issues that may affect the issuer’s utilization of the tangible fixed assets We may be subject to physical and transition risks in our activities as a consequence of climate change. For more information, refer to “Item 3. Key Information—D. Risk Factors—1. Business, Structure and Industry—8. We may face increased risks due to climate change, which could have a material adverse effect on our business, financial condition, and results of operations.” To mitigate those risks, we identify, assess, and quantify both climate transition risks (i.e., scenarios recommended by the International Energy Agency in its World Energy Outlook report, in particular its Stated Policies Scenario (STEPS), Announced Pledges Scenario (APS), and the Net Zero Emissions by 2050 Scenario (NZE)), and physical impacts linked to climate change (according to the scenarios included in the Intergovernmental Panel on Climate Change (IPCC)’s Fifth Assessment Report’s (AR5) Representative Concentration Pathways (RPCs) 4.5 and 8.5, the intermediate and very-high GHG emissions scenarios). 52 We measure and update transition risks at least yearly, while we have a platform developed in-house (“Adaptare”) that supports our physical risks assessments and integrates climate modeling and engineering of our infrastructures to provide technical and economic efficiency measures to increase the resilience of the assets. 4.B.12.2Environment The Company strives to minimize environmental footprint by using resources efficiently, lowering carbon emissions, reducing water use, and limiting waste through operational efficiency. Regarding the emissions reduction, we have committed to the Science Based Targets Initiative (SBTi), since 2017. In 2025, we revalidated our targets in accordance with SBTi framework, including the following emissions reduction targets: ▪Reduce Scope 1 and 2 emissions by 42% in 2030 (base year 2020) in absolute terms. ▪Reduce Scope 3 emissions by 25% in 2030 (base year 2020) in absolute terms. Including purchased goods & services, upstream transportation, waste generated in operations and fuel and energy categories. Calculation of carbon emissions is based on GHG Protocol and involve 100% Ferrovial’s activities worldwide. The Climate Strategy was submitted for advisory vote at the Annual General Meeting held in April 2025. Focusing on operational efficiency, we search for innovative technological solutions to reduce energy consumptions and emissions in partnership with Academia and technological institutions. In 2025, the Company set the goal of being “Net Zero” by 2050 or earlier through the SBTi for direct emissions by reducing emissions and voluntary compensation for those that are residual. Offsetting is done through neutralization and mitigation beyond the value chain, relying on nature-based solutions. We also incorporate the recommendations of the Task Force on Climate-Related Financial Disclosures in our process of identifying, analyzing, and managing risks and opportunities related to climate change. Regarding biodiversity, we have a biodiversity policy which recognizes the key role played by biodiversity and natural capital in the provision of services that support the economy and social well-being. We are also aligning our practices to the Taskforce on Nature-related Financial Disclosures (TNFD), a global initiative that seeks to address the biodiversity loss and ecosystem deterioration crisis by the analysis of our biodiversity dependencies, impacts risks and opportunities. We have a water policy, which recognizes water as a limited and irreplaceable natural resource and its access as a fundamental human right. In order to manage the resource efficiently in our activities, the focus of the policy is on the availability, quality and impact of water on ecosystems. In addition, our circular economy plan recognizes that the circular economy aims to keep the value of products, materials, and resources in the economy for as long as possible, optimizing the consumption of materials and minimizing waste generation, and is a solution to a problem that directly impacts the deterioration of the environment and allows us to identify new business opportunities. 4.B.12.3Human rights and health and safety We consider human rights to be a fundamental part of our global sustainability strategy. Our Human Rights Policy, which is aligned with the main international human rights standards, (including the United Nations Guiding Principles on Business and Human Rights and Regulations of the International Labor Organization), was renewed in 2025 and we adopted a Belonging and Inclusion Policy We reject any type of child or forced labor in any form, promote equal opportunities and non-discrimination, protect against harassment of our workers, preserve the right to strike, freedom of association, and the right to collective bargaining in all countries in which we operate, and promote the reconciliation of professional and family life. Ferrovial has implemented a set of tools that promote the protection and respect of human rights in order to ensure diligence in human rights in the company’s activities. As part of these mechanisms, we periodically evaluate potential human rights risks as part of the enterprise risk management process. Similarly, we have a procedure for approving capital allocation operations, so that the analysis of all corporate operations carried out takes into account whether they may undermine our ethical principles, with special attention to human rights, social, good governance, and environmental considerations. 53 Additionally, Health, Safety and Wellbeing (HSW) is a fundamental value for Ferrovial and is supervised by the Board of Directors at each of the meetings held during the year. The Health and Safety Policy, which was approved by the Board in December 2025, establishes the principles and values that guide the behavior of employees and collaborators. The HSW strategy determines the path to follow to help achieve operational excellence with special emphasis on four pillars based on leadership, competency, resilience and engagement to improve Serious Injury and Fatality (SIF) prevention. 4.B.13Disclosure Pursuant to Section 219 of the Iran Department Threat Reduction and Syria Human Rights Act of 2012 and Section 13(r) of the Exchange Act. In the year ended December 31, 2025, we conducted limited activities relating to operations at the Dalaman airport in Turkey through YDA Havalimani Yatirim ve Isletme A.S. (“YDA Turkey”), our majority-owned Turkish subsidiary. YDA Turkey operates the Dalaman airport terminals on behalf of the Turkish government and does not have any authority to allow or deny entrance into Turkey of passengers or aircraft which, under Turkish law, would otherwise be permitted or prohibited, as applicable, to operate in the country. Pursuant to Turkish law, YDA Turkey collected aeronautical fees (including fees for passenger and aircraft-related services) from Meraj Airlines, an airline based in Tehran. Meraj Airlines was designated as a Specially Designated National in 2014 by the U.S. Treasury Department’s Office of Foreign Assets Control, pursuant to Executive Order No. 13224. In the year ended December 31, 2025, in accordance with the terms of the concession agreement, YDA Turkey collected approximately EUR 50 thousand in aeronautical fees (including fees for passenger and aircraft-related services) from Meraj Airlines. There were no net profits attributable to this activity after operational and concession expenses applicable to Meraj Airlines’ operations. Assuming no change in the applicable legal or regulatory framework and that Meraj Airlines continues to operate international flights between Turkey and Iran, we do not anticipate any material changes to our activities involving Meraj Airlines. 4.C.Organizational Structure Ferrovial SE is the ultimate holding company for our subsidiaries. As of December 31, 2025, we had 263 (direct or indirect) subsidiaries and 26 equity-accounted companies. Refer to Appendix I (Subsidiaries and Associate Companies) to the Audited Financial Statements for a complete listing of our subsidiaries, including legal name, country of registration, and proportion of ownership interest. The following table sets out the subsidiaries and equity- accounted companies we consider significant subsidiaries as of December 31, 2025. 54 Company Country of Registration Percentage Ownership and Voting Interest Main Activities Ferrovial Construcción, S.A. (through Spanish branch) Spain 100.00% The head entity of the Spanish Construction Business Division Ferrovial Construction International B.V. (direct) (1) The Netherlands 100.00% The head entity of the global Construction Business Division, except for the U.S. construction business, for which Ferrovial Construction US Holding Corp is the parent company Ferrovial Airports International B.V. (direct) (2) The Netherlands 100.00% The head entity of the global Airports Business Division, except for the U.S. airports business for which Ferrovial Airports Holding US Corp is the parent company Cintra Infraestructuras España, S.L.U. (through Spanish branch) Spain 100.00% The head entity of the Spanish Highways Business Division Cintra Global B.V. (direct) (3) The Netherlands 100.00% The head entity of the global Highways Business Division Ferrovial Infraestructuras Energéticas S.A.U. (through Spanish branch) Spain 100.00% The head entity of the Spanish Energy Business Division Ferrovial Transco International B.V. The Netherlands 100% The head entity of the global Energy Business Division, except for the U.S. and Australian energy businesses for which Ferrovial Energy US, LLC and Ferrovial EG B.V. are the parent 407 International Inc (equity-accounted) Canada 43.23% Management of 407 ETR concession IRB Infrastructure Developers Limited (equity-accounted) India 19.86% Management of network of highways in India IRB Infrastructure Trust (equity-accounted) India 23.99% Management of network of highways in India (1) Ferrovial Construction International SE. was converted into a Dutch NV on January 6, 2026 and then, on January 7, 2026, into a Dutch BV. As a result, Ferrovial Construction International SE is now “Ferrovial Construction International B.V.”. (2) Ferrovial Airports International SE. was converted into a Dutch NV on January 6, 2026 and then, on January 7, 2026, into a Dutch BV. As a result, Ferrovial Airports International SE is now “Ferrovial Airports B.V.”. (3) On January 6, 2026, Cintra Infrastructures SE (CISE) merged into Cintra Global SE (CGSE). Additionally, CGSE was converted into a Dutch NV on January 6, 2026 and then, on January 7, 2026, into a Dutch BV. As a result, CGSE is now “Cintra Global B.V.”. Group Structure The Company is a holding company without material direct business operations. The principal assets of the Company are the equity interests that it directly or indirectly holds in our Companies. The following summary corporate chart shows the major companies and the head companies of our Business Divisions. 55 _______________________________________ (1) Ferrovial SE is our parent company. (2) Ferrovial Construcción, S.A. is the head entity of the Spanish Construction Business Division. Ferrovial Construction International B.V. is the head entity of the global Construction Business Division, except for the U.S. construction business (see footnote 4), for which Ferrovial Construction US Holding Corp is the parent company. (3) Ferrovial Airports International B.V. is the head entity of the global Airports Business Division, except for the U.S. airports business (see footnote 4), of which Ferrovial Airports Holding US Corp is the parent company. (4) Cintra Infraestructuras España, S.L.U. is the head entity of the Spanish Highways Business Division. Cintra Global B.V. is the head entity of the global Highways Business Division. On January 6, 2026, Cintra Infrastructures SE (CISE) merged into Cintra Global SE (CGSE). Additionally, CGSE was converted into a Dutch NV on January 6, 2026 and then, on January 7, 2026, into a Dutch BV. As a result, CGSE is now “Cintra Global B.V.”. Additionally, Cintra Global B.V. indirectly holds the various subsidiaries and affiliates that develop businesses in the U.S. pertaining to all of our Business Divisions, including Cintra Holding US Corp, Ferrovial Construction US Holding Corp and Ferrovial Airports Holding US Corp. (5) Ferrovial Emisiones, S.A.U. and Ferrovial Netherlands B.V. are financing companies created for the purpose of raising financing for other Group Companies. (6) Ferrovial Infraestructuras Energéticas S.A.U. and Ferrovial Transco International B.V. are part of the Energy Business Division. 4.D.Property, Plants, and Equipment See “—.B. Business Overview—11. Property, Plants, and Equipment.”