Tenaris’s controlling shareholder files an amendment to Schedule 13D in response to Tenaris’s ongoing share buyback program

Rhea-AI Summary

Tenaris (NYSE: TS) announced that its controlling shareholders San Faustin S.A. and Techint Holdings S.à r.l. have filed an amendment to their Schedule 13D with the SEC. The filing comes in response to Tenaris's ongoing share buyback program, which has caused San Faustin's ownership stake to passively increase.

On September 17, 2025, San Faustin's board authorized Techint Holdings to sell Tenaris shares while maintaining a minimum 67% ownership threshold. The timing and volume of sales will depend on market conditions, with no guarantee of completion. The controlling shareholders maintain the flexibility to purchase or sell shares based on market conditions but have no plans for extraordinary corporate transactions.

Positive

• Controlling shareholders maintain significant long-term commitment with 67% minimum stake
• Strategic portfolio management approach shows careful consideration of market dynamics
• Share buyback program continues to be executed as planned

Negative

• Potential selling pressure from controlling shareholder stock sales
• Market uncertainty regarding timing and volume of potential share sales
• Passive increase in controlling shareholder stake could affect stock liquidity

LUXEMBOURG, Sept. 19, 2025 (GLOBE NEWSWIRE) -- Tenaris S.A. (NYSE and Mexico: TS and EXM Italy: TEN) (“Tenaris”, or the “Company”) announced that its indirect controlling shareholder San Faustin S.A. and its direct controlling shareholder Techint Holdings S.à r.l. (the “Reporting Persons”) filed earlier today with the SEC an amendment to their Schedule 13D, reporting that, 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, on September 17, 2025, the board of directors of San Faustin had authorized Techint Holdings to sell a number of its ordinary shares of Tenaris, provided that Techint Holdings’ ownership stake in Tenaris should not fall below 67% of Tenaris’s total outstanding ordinary shares.  The Reporting Persons stated that the precise timing, amount and manner of any such sales will depend upon market conditions and other factors, and that there is no assurance that any sales will be completed or the timing thereof. The Reporting Persons also noted that, although they do not currently intend to purchase ordinary shares or to reduce their beneficial ownership below 67% of Tenaris’s total outstanding ordinary shares, they may from time to time, depending on market conditions and other factors, purchase or sell additional ordinary shares, and that, except as described above, they do not have any present plans or proposals that relate to or would result in any extraordinary corporate transaction or lead to the acquisition of additional securities.

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 is the minimum ownership stake Techint Holdings will maintain in Tenaris (NYSE: TS)?

Techint Holdings will maintain a minimum ownership stake of 67% of Tenaris's total outstanding ordinary shares.

Why are Tenaris (TS) controlling shareholders planning to sell shares?

The shareholders are selling for portfolio-management purposes and in response to their passively increasing stake due to Tenaris's ongoing share buyback program.

When did San Faustin's board authorize the sale of Tenaris shares?

San Faustin's board authorized the sale of Tenaris shares on September 17, 2025.

What factors will determine the timing and amount of Tenaris share sales?

The precise timing, amount, and manner of sales will depend on market conditions and other factors, with no guaranteed completion timeline.

Do Tenaris controlling shareholders plan any extraordinary corporate transactions?

No, the controlling shareholders have stated they have no present plans for extraordinary corporate transactions or additional security acquisitions beyond the described share sales.