Repurchased own ordinary shares reached 5% of Tenaris’s voting rights; Tenaris’s controlling shareholder files amendment to Schedule 13D

Rhea-AI Summary

Tenaris (NYSE:TS) announced that on December 17, 2025 treasury shares from its buyback program have reached 5.07% of voting rights. Repurchased ordinary shares are held in treasury with voting rights suspended and will be cancelled in due course. Reporting of buyback transactions is available on the company website.

The company also disclosed that its controlling shareholders filed an amendment to Schedule 13D: Techint Holdings sold 2,600,000 shares between Dec 9–12, 2025, and entered an ASD Program to sell up to 21,000,000 shares from Dec 15, 2025 to May 19, 2026 on European regulated markets.

Positive

• Treasury repurchases reached 5.07% of voting rights
• Repurchased ordinary shares will be cancelled in due course

Negative

• Techint sold 2,600,000 Tenaris shares between Dec 9–12, 2025
• ASD Program up to 21,000,000 shares scheduled Dec 15, 2025–May 19, 2026

Key Figures

Treasury voting rights 5.07% Own ordinary shares held in treasury under buyback program

Recent shares sold 2,600,000 shares Techint Holdings sales between Dec 9–12, 2025

ASD Program size Up to 21,000,000 shares Maximum ordinary shares to be sold under ASD Program

ASD period end May 19, 2026 Latest possible end date for accelerated share disposal program

Sales Authorization floor 67% ownership Minimum Tenaris stake for Techint Holdings under Sales Authorization

52-week high $41.76 Pre-news 52-week high for TS

52-week low $30.06 Pre-news 52-week low for TS

Market cap $20,154,363,410 Pre-news market capitalization

Market Reality Check

$39.07 Last Close

Volume Volume 1,338,028 vs 20-day average 938,073 (relative volume 1.43) ahead of controlling-holder sales under the ASD Program. normal

Technical Price $40.02 sits near the $41.76 52-week high and trades above the $36.51 200-day MA.

Peers on Argus

While Tenaris fell about 2.08%, key peers like HAL, SLB, and NOV showed gains (e.g., SLB +1.85%, HAL +1.46%), indicating stock-specific pressure tied to the disclosed share disposals.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Oct 29	Q3 2025 results	Positive	+1.0%	Strong Q3 profitability, solid EBITDA margin and interim dividend declaration.
Sep 30	Buyback tranche done	Positive	+3.3%	Completion of USD600m first tranche of broader USD1.2bn buyback.
Sep 19	Schedule 13D amendment	Negative	-0.4%	Authorization for controlling holder to sell shares while keeping ≥67% stake.
Jul 30	Q2 2025 earnings	Negative	-6.0%	Year-on-year sales decline and guidance for H2 revenue and margin pressure.
Jun 18	Transparency-law notice	Neutral	-0.1%	Voting-rights threshold crossing from buybacks; control structure unchanged.

Pattern Detected

Recent earnings and buyback-related announcements generally saw price moves aligned with the underlying tone: buyback progress and solid results were followed by gains, while softer outlooks coincided with declines.

Recent Company History

Over the last six months, Tenaris combined sizeable shareholder returns with solid profitability. Q2 and Q3 2025 results highlighted net sales around $3.0bn, strong EBITDA margins above 23%, and net cash above $3.5bn, alongside dividends and buybacks. A USD1.2bn repurchase program and the completion of a USD600m tranche underscored capital-return focus. Several disclosures, including prior Schedule 13D amendments, linked controlling shareholder ownership dynamics to ongoing buybacks, directly foreshadowing today’s update on treasury share levels and planned stake sales.

Market Pulse Summary

This announcement detailed that treasury holdings from Tenaris’s buyback program reached 5.07% of voting rights and confirmed that controlling shareholder Techint Holdings already sold 2,600,000 shares, with an ASD Program for up to 21,000,000 more. Investors may weigh ongoing cancellations and prior strong cash generation against potential share overhang from future disposals. Key items to watch include further Schedule 13D amendments, execution under the ASD Program, and updates on buyback progress and earnings trends.

Key Terms

treasury shares financial

"Ordinary shares repurchased under such program are being held in treasury"

Treasury shares are a company’s own stock that it has repurchased and keeps on its books instead of canceling or leaving in the hands of outside investors. Think of them like coupons a business puts back in a drawer: they don’t vote or receive dividends while held, but they can be reissued later for employee pay or fundraising. For investors this matters because buybacks change the number of shares that count toward earnings and ownership, can boost per‑share metrics, and use corporate cash that might otherwise go to growth or dividends.

market abuse regulation regulatory

"Reporting of share buyback transactions in accordance with Market Abuse Regulation"

Market abuse regulation consists of laws and rules designed to prevent dishonest or manipulative practices in financial markets. It aims to ensure fair and transparent trading, so investors can trust that markets operate honestly, much like rules that keep a game fair. By reducing unfair advantages, it helps protect investor confidence and promotes healthy, efficient markets.

schedule 13d regulatory

"filed with the U.S. Securities and Exchange Commission ... on Schedule 13D"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficial ownership regulatory

"their beneficial ownership report on Schedule 13D"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

non-discretionary sales mandate financial

"sold a total of 2,600,000 Tenaris ordinary shares pursuant to a non-discretionary sales mandate"

A non-discretionary sales mandate is an agreement that lets a broker or agent market and arrange sales of a company’s securities or assets but requires the owner’s explicit approval before any trade is executed. It matters to investors because it preserves the owner’s control over timing, price and counterparties—affecting how quickly shares can be sold and how a sale may influence market price—much like a shopkeeper who can show products but must call the owner before ringing up a sale.

accelerated share disposal agreement financial

"entered into a non-discretionary accelerated share disposal agreement with an European financial institution"

An accelerated share disposal agreement is a contract that lets a large shareholder sell a block of stock quickly through a prearranged process, often using a broker to find buyers fast. Think of it as hiring someone to sell a large parcel of a house quickly so it doesn’t sit on the market. Investors care because the sudden increase in available shares can push the price down, and it can signal that insiders are exiting their holdings.

forward-looking statements regulatory

"Some of the statements contained in this press release are “forward-looking statements”"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

voting rights financial

"has reached 5.07% of Tenaris’s voting rights"

Voting rights are the ability of shareholders to have a say in important company decisions, like choosing leaders or approving big changes. They matter because they give owners a voice in how the company is run, similar to how voters influence elections, ensuring the company acts in shareholders’ interests.

AI-generated analysis. Not financial advice.

LUXEMBOURG, Dec. 17, 2025 (GLOBE NEWSWIRE) -- Pursuant to applicable Luxembourg Transparency Law requirements, Tenaris S.A. (NYSE and Mexico: TS and EXM Italy: TEN) (“Tenaris” or the “Company”) announces that on December 17, 2025, the proportion of own ordinary shares acquired under its share buyback program and currently held in treasury has reached 5.07% of Tenaris’s voting rights. Ordinary shares repurchased under such program are being held in treasury (with their voting rights suspended) and will be cancelled in due course. Reporting of share buyback transactions in accordance with Market Abuse Regulation is available at: https://ir.tenaris.com/share-buyback-program.

In addition, the Company informs the market that on December 17, 2025, its indirect controlling shareholder San Faustin S.A. and its direct controlling shareholder Techint Holdings S.à r.l. (the “Reporting Persons”) filed with the U.S. Securities and Exchange Commission (the “SEC”) a new amendment to their beneficial ownership report on Schedule 13D, reporting that, further to the previously-reported September 17, 2025 San Faustin board of directors’ authorization to Techint Holdings to sell up to such number of Tenaris ordinary shares that would not cause its ownership stake in Tenaris to fall below 67% of the Company’s total outstanding ordinary shares (the “Sales Authorization”), (i) between December 9, 2025 and December 12, 2025, Techint Holdings sold a total of 2,600,000 Tenaris ordinary shares pursuant to a non-discretionary sales mandate established with a European broker-dealer regulated in the European Union that ended on December 12, 2025; and (ii) on December 12, 2025, Techint Holdings entered into a non-discretionary accelerated share disposal agreement with an European financial institution regulated in the European Union (the “Bank”) for the sale of up to 21,000,000 ordinary shares of Tenaris during the period starting on December 15, 2025 and ending no later than May 19, 2026 (the “ASD Program”). The Reporting Persons stated, among other things, that under the ASD Program the Bank will make all trading decisions concerning the timing of the sales of Tenaris ordinary shares independently of and uninfluenced by Techint Holdings, that all sales under the ASD Program will be conducted in European regulated stock markets, and that the ASD Program will be executed in compliance with applicable rules and regulations. The Reporting Persons noted that, following completion of the ASD Program, the Reporting Persons may from time to time, depending on market conditions and other factors, sell additional ordinary shares of Tenaris in accordance with the Sales Authorization. As previously reported by the Reporting Persons, the Sales Authorization was given for portfolio-management purposes and in response to Tenaris’s ongoing share repurchase program causing San Faustin’s beneficial ownership interest in Tenaris to passively increase.

For additional details, the Reporting Persons’ new Schedule 13D amendment is publicly accessible through the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) database.

The Reporting Persons may further amend their beneficial ownership report on Schedule 13D from time to time, whether in connection with the ASD Program or otherwise, as required under applicable SEC rules. Any such amendment will be publicly accessible through the SEC’s EDGAR database, and Tenaris may not be required to inform the market of any such further amendments.

Some of the statements contained in this press release are “forward-looking statements”. Forward-looking statements are based on management’s current views and assumptions and involve known and unknown risks that could cause actual results, performance or events to differ materially from those expressed or implied by those statements. These risks include but are not limited to risks arising from uncertainties as to future oil and gas prices and their impact on investment programs by oil and gas companies.

Tenaris is a leading global supplier of steel tubes and related services for the world’s energy industry and certain other industrial applications.

Giovanni Sardagna
Tenaris
1-888-300-5432
www.tenaris.com

FAQ

What does Tenaris (TS) reaching 5.07% treasury shares mean for shareholders?

It means Tenaris holds repurchased ordinary shares equal to 5.07% of voting rights, held in treasury with voting rights suspended and planned for cancellation.

How many Tenaris shares did Techint Holdings sell on Dec 9–12, 2025 (TS)?

Techint Holdings sold a total of 2,600,000 ordinary shares between Dec 9 and Dec 12, 2025.

What is the scope and timeline of the ASD Program filed by Techint for Tenaris (TS)?

The ASD Program allows sale of up to 21,000,000 ordinary shares from Dec 15, 2025 to no later than May 19, 2026 on European regulated markets.

Will Techint control timing of Tenaris (TS) share sales under the ASD Program?

No; the Reporting Persons stated the Bank will make trading decisions independently and sales will be conducted on European regulated markets.

Where can investors find the Schedule 13D amendment for Tenaris (TS)?

The Schedule 13D amendment is publicly accessible via the SEC EDGAR database as filed by the Reporting Persons.