Tenaris (TNRSF) ends second $600M share buyback tranche early

Rhea-AI Filing Summary

Tenaris S.A. is ending the second tranche of its USD 1.2 billion share buyback program earlier than planned. This USD 600 million tranche will be terminated effective March 3, 2026, after the company has already repurchased 29,295,219 ordinary shares for about USD 583.6 million.

The tranche began on November 3, 2025, under a non-discretionary agreement with a primary financial institution and had been scheduled to run until no later than April 30, 2026. Tenaris decided to terminate the agreement in a period of high market volatility to avoid what it describes as a potentially significant incremental payout to its counterparty.

The board of directors will evaluate when to launch additional buyback programs in the future, while management notes that forward-looking statements remain exposed to risks such as uncertain oil and gas prices and their impact on customer investment plans.

Insights

Equity capital allocation analyst

Tenaris nearly completes a large buyback tranche, then cuts it short amid volatility.

Tenaris has repurchased 29,295,219 shares for about USD 583.6 million under the second tranche of its USD 1.2 billion buyback program. The tranche’s planned size was USD 600 million, so most of the targeted repurchases are already done.

The company is terminating the non-discretionary buyback agreement effective March 3, 2026, citing high market volatility and the risk that the agreement’s pricing mechanics could trigger a significant incremental payout to the financial institution counterparty. This frames the decision as cost control rather than a shift in business outlook.

The board will consider future buyback programs, so capital returns may resume under new terms. Actual outcomes will depend on market conditions, oil and gas industry investment cycles, and how Tenaris reassesses repurchase structures in subsequent authorizations.

Form 6-K: How Foreign Companies Report to the SEC →

FORM 6 - K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a - 16 or 15d - 16 of

the Securities Exchange Act of 1934

As of February 23, 2026

TENARIS, S.A.

(Translation of Registrant's name into English)

26, Boulevard Royal, 4th floor

L-2449 Luxembourg

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or 40-F.

Form 20-F _Ö_ Form 40-F ___

The attached material is being furnished to the Securities and Exchange Commission pursuant to Rule 13a-16 and Form 6-K under the Securities Exchange Act of 1934, as amended. This report contains Tenaris’s Press Release announcing Tenaris Terminates Second Tranche of its USD 1.2 Billion Share Buyback Program.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 23, 2026

Tenaris, S.A.

By: /s/ Giovanni Sardagna

Giovanni Sardagna

Investor Relations Officer

   

Giovanni Sardagna

Tenaris

1-888-300-5432

www.tenaris.com

Tenaris Terminates Second Tranche of its USD 1.2 Billion Share Buyback Program

Luxembourg, February 23, 2026. - Tenaris S.A. (NYSE and Mexico: TS and EXM Italy: TEN) (“Tenaris”) announced today that it has decided to terminate, effective on March 3, 2026, the second tranche of its Share Buyback Program announced on May 27, 2025 (the “Program”).

As previously disclosed, Tenaris had entered into a non-discretionary buyback agreement with a primary financial institution for the execution of this USD 600 million second tranche of the Program. This tranche began on November 3, 2025, and was scheduled to end no later than April 30, 2026. Since the commencement of this tranche, Tenaris has repurchased 29,295,219 ordinary shares at an aggregate cost of approximately USD 583.6 million, thereby substantially completing its targeted repurchases.

Tenaris has concluded that, in a context of high-volatity in the market, allowing this tranche of the Program to continue as initially scheduled may, by application of the customary mechanics in the existing buyback agreement, result in a significant incremental pay-out to its counterparty. Accordingly, following the expiration of the blackout period corresponding to its annual earnings release on February 20, 2026, Tenaris has exercised its right to terminate its existing buyback agreement on the first date it was allowed to do so under the terms of the agreement.

The Tenaris board of directors will consider when to pursue additional buyback programs in the future.

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.

FAQ

What did Tenaris (TNRSF) announce regarding its share buyback program?

Tenaris announced it will terminate the second tranche of its USD 1.2 billion share buyback program effective March 3, 2026. This tranche was originally set to run until no later than April 30, 2026, under a non-discretionary agreement with a financial institution.

How much has Tenaris repurchased under the second tranche of its buyback?

Under the second tranche, Tenaris has repurchased 29,295,219 ordinary shares at an aggregate cost of about USD 583.6 million. This substantially completes the tranche’s planned USD 600 million size, leaving only a small portion of the original target unexecuted.

Why is Tenaris terminating the second tranche of its buyback early?

Tenaris is ending the second tranche early because, in a context of high market volatility, continuing could trigger a significant incremental payout to its counterparty under the agreement’s mechanics. Terminating now limits that potential additional cost while most targeted repurchases are already completed.

When does Tenaris’s buyback termination become effective?

The termination of Tenaris’s second buyback tranche becomes effective on March 3, 2026. The company exercised its contractual right to terminate after the blackout period following its annual earnings release on February 20, 2026, which was the first date allowed by the agreement.

Will Tenaris launch new share buyback programs after ending this tranche?

Tenaris states that its board of directors will consider when to pursue additional share buyback programs in the future. Any new program would be a separate decision and could reflect updated views on market conditions, capital needs, and shareholder return priorities.

What risks does Tenaris highlight in connection with this announcement?

Tenaris notes that parts of its statement are forward-looking and subject to risks, including uncertainties around future oil and gas prices. These factors can influence investment programs by oil and gas companies, which are key customers for Tenaris’s steel tubes and related services.