Filing Details

Item 4 is hereby amended and restated as follows: The information set forth in Item 6 of this Schedule 13D is incorporated herein by reference. Other than as disclosed herein, none of the Reporting Persons has any present plans or proposals which relate to or would result in: (i) any acquisition by any person of additional securities of Ferrari, or any disposition of securities of Ferrari; (ii) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Ferrari or any of its subsidiaries; (iii) any sale or transfer of a material amount of assets of Ferrari or any of its subsidiaries; (iv) any change in the present board of directors or management of Ferrari, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (v) any material change in the present capitalization or dividend policy of Ferrari; (vi) any other material change in Ferrari's business or corporate structure; (vii) any change in Ferrari's charter or bylaws or other actions which may impede the acquisition of control of Ferrari by any person; (viii) any delisting from a national securities exchange or any loss of authorization for quotation in an inter-dealer quotation system of a registered national securities association of a class of securities of Ferrari; (ix) any termination of registration pursuant to Section 12(g)(4) of the Exchange Act of a class of equity securities of Ferrari; or (x) any action similar to any of those enumerated above. Notwithstanding the foregoing, each of the Reporting Persons expects to evaluate on an ongoing basis Ferrari's financial condition and prospects and its interest in, and intentions with respect to, Ferrari. Accordingly, the Reporting Persons reserve the right to develop, modify or change their respective plans as they deem appropriate. For example, any of the Reporting Persons may at any time and from time to time (1) acquire additional securities of Ferrari in open market or privately negotiated transactions or pursuant to the exercise of warrants, stock options or convertible or exchangeable securities; (2) dispose of such securities; (3) enter into privately negotiated derivative transactions with institutional counterparties to hedge the market risk of some or all of its positions in such securities; and/or (4) continue to hold such securities for investment purposes. Any such transactions may be effected at any time and from time to time. In reaching any determination as to its future course of action, each Reporting Person may take into consideration various factors, such as Ferrari's business and prospects, other developments concerning Ferrari, other business opportunities available to the Reporting Persons, and general economic and stock market conditions, including, but not limited to, the market price of the common shares of Ferrari. Any of the Reporting Persons or their representatives may conduct discussions from time to time with the other Reporting Persons, with management of the Issuer, the Issuer's other shareholders and/or other relevant parties, including other companies that operate in the businesses and markets in which the Issuer conducts its businesses, in each case relating to matters that may include the Issuer's strategic plans, business, financial condition, operations, and capital structure. The Reporting Persons may engage with any of the parties listed above in discussions that may include one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D. As a result of these activities, any of the Reporting Persons may suggest, or take a position with respect to, potential changes in the operations, management, or capital structure of Ferrari as a means of enhancing shareholder value. Such suggestions or positions may relate to one or more of the transactions described in Item 4(a) through (j) of Schedule 13D under Rule 13d-1(a), including, without limitation, such matters as disposing of one or more businesses; selling or merging Ferrari or acquiring other companies or businesses; changing strategies; adopting, not adopting, modifying, or eliminating certain types of anti-takeover measures; modifying Ferrari's capitalization; reviewing dividend and compensation policies; entering into agreements with third parties relating to acquisitions of securities issued or to be issued by Ferrari; entering into agreements with Ferrari relating to acquisitions of shares in Ferrari by members of management, issuance of options to management, or their employment by Ferrari. In particular, Exor expects from time to time to suggest appropriate candidates for election to the Issuer's Board of Directors in a manner consistent with the Issuer's then current governance policies.

Item 6 is hereby amended and supplemented as follows: Secondary Offering and Lock-Up On February 27, 2025, in connection with a global secondary offering by Exor comprised of a public offering in the United States, a concurrent private placement in the European Economic Area and in the United Kingdom to qualifying investors, and an offer in other countries outside of the United States, the European Economic Area and the United Kingdom, for purposes of, and in accordance with, applicable local laws and regulations in the jurisdictions in which such offer is being made, of 6,666,667 Ferrari's common shares (the "Underwritten Shares") at Euro 450.00 per share, corresponding to $472.14 per share (the "Offering Price"), Exor and the Issuer entered into an underwriting agreement with Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC as representatives (the "Representatives") of the several underwriters named therein (such agreement, the "Underwriting Agreement", and such offering, the "Secondary Offering"). The Secondary Offering is pursuant to an automatic shelf registration statement on Form F-3 (File No. 333-285251) filed by the Issuer on February 26, 2025. The Secondary Offering is expected to close on March 3, 2025, subject to the conditions set forth in the Underwriting Agreement. In the Underwriting Agreement, Exor agreed to a lock-up , pursuant to which and subject to customary exceptions, Exor has agreed, among other things, not to offer, pledge, lend, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Ferrari's common shares or any securities convertible into or exercisable or exchangeable for Ferrari's common shares, including those which may be considered beneficially owned by Exor in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant, for a period ending 360 days after the date of the final prospectus relating to the Secondary Offering. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the actual terms of such agreement, which is filed as Exhibit 8 to this Amendment No. 3 and is incorporated by reference herein. Share Buyback On February 25, 2025, Exor entered into a commitment letter with Ferrari (the "Commitment Letter"), pursuant to which Ferrari committed to submit an order with the underwriters under the Underwriting Agreement to repurchase, at a price per share equal to the Offering Price, a number of Ferrari's common shares equal to 10% of the aggregate number of Ferrari's common shares sold in the Secondary Offering or, if lower, a number of Ferrari's common shares equal to an aggregate purchase price of Euro 300,000,000 divided by the Offering Price (the "Share Buyback", and such commitment, the "Commitment"). The closing of the Share Buyback is expected to occur as part of and concurrently with the closing of the Secondary Offering. The Commitment is conditional on completion of the Secondary Offering. In accordance with the terms of the existing shareholder approval for Ferrari's share repurchases, the Commitment is also conditional on (i) the Offering Price being no higher than 110% of the market price of the Ferrari's common shares on the New York Stock Exchange and/or Euronext Milan (as the case may be), calculated as the average of the highest price on each of the five days of trading prior to the date of the Underwriting Agreement, as shown in the Official Price List of the New York Stock Exchange and/or Euronext Milan (as the case may be), and (ii) 7,878,511, which is the number of Ferrari's common shares remaining to be repurchased pursuant to the repurchase authorization granted to the Issuer's board of directors by the general meeting of its shareholders on April 17, 2024. Exor has undertaken to allocate the full amount of the Commitment to Ferrari in the event the Seconday Offering is completed. Exor is not obliged to proceed with any transaction involving the sale of the Ferrari's common shares, including the Secondary Offering. Any such decision shall be determined by Exor in its sole discretion. The foregoing description of the Commitment Letter does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is filed as Exhibit 9 to this Amendment No. 3 and is incorporated by reference herein.

Item 7 is hereby amended and supplemented to include the following: Exhibit 8: Underwriting Agreement, by and among Exor and the Joint Bookrunners listed therein, dated as of February 27, 2025 (incorporated by reference to Exhibit 99.2 to the Report on Form 6-K filed by Ferrari N.V. on February 27, 2025). Exhibit 9: Commitment Letter, by and between Exor and Ferrari, dated as of February 25, 2025 (incorporated by reference to Exhibit 99.2 to the Report on Form 6-K filed by Ferrari N.V. on February 26, 2025).