Tenaris SEC Filings

Amendment No. 12 to the Schedule 13D for Tenaris S.A. reports that the Reporting Persons collectively hold 713,605,187 Ordinary Shares, representing 68.45% of issued shares following Tenaris S.A.'s open-market repurchases made under its 2025-2026 buyback program. The amendment notes that SAN FAUSTIN's board authorized TECHINT HOLDINGS to sell some of its shares for portfolio-management purposes, provided TECHINT HOLDINGS' ownership does not fall below 67% of outstanding Ordinary Shares. The filing confirms no transactions by the Reporting Persons in the last 60 days and otherwise incorporates prior Schedule 13D disclosures by reference.

Tenaris reported that under the First Tranche of its USD1.2 billion share buyback program (with up to USD600 million to be executed in the open market), it repurchased 3,813,885 ordinary shares from August 4 to August 8, 2025 for a total consideration of €58,467,805 (equivalent to USD67,863,378). As of August 8, 2025 the company held 26,534,450 treasury shares, representing 2.48% of issued share capital. Tenaris states it intends to cancel treasury shares purchased under the program in due course, and provides transaction details on its investor website.

The announcement also includes a standard forward-looking statement cautioning that outcomes may be affected by risks such as future oil and gas prices.

Tenaris S.A. (TS) – 2025 Half-Year Form 6-K highlights

• Revenue: US$6.01 bn, down 11% YoY on 5% lower pipe volumes and 7% lower ASPs, mainly in North America.
• Profitability: Operating income fell 14% to US$1.13 bn (18.9% margin vs. 19.6%). Net income slipped 3% to US$1.06 bn; however EPS rose 4% to US$0.97 owing to share buybacks.
• EBITDA: US$1.43 bn; margin 23.8% vs. 26.7% (ex-2024 litigation charge) – a 21% absolute decline.
• Cash & Liquidity: Operating cash flow US$1.49 bn; capex US$309 m → free cash flow US$1.20 bn. Net cash position solid at US$3.73 bn.
• Capital return: US$0.83/sh annual dividend (US$0.56 balance paid May-25) and US$0.47 bn shares bought back in H1; a new US$1.2 bn buyback launched in June.
• Balance sheet: Equity US$16.79 bn; net working-capital released US$0.25 bn.
• Outlook: Management guides a “moderate” 2H revenue decline and margin pressure from recently doubled U.S. steel tariffs (25%→50%) and lower drilling activity.

Key risks disclosed include tariff escalation, volatile OCTG demand, climate-related regulation, litigation, geopolitical disruptions and cybersecurity threats.

Q2 2025 highlights: Net sales rose 6 % QoQ to $3.09 bn but were 7 % below Q2 2024. EBITDA reached $733 m (+5 % QoQ) with a 23.7 % margin. Net income increased to $542 m (+5 % QoQ, +56 % YoY). Tubes revenue advanced 6 % sequentially as higher OCTG prices offset a 1 % volume dip; welded volumes fell 16 % QoQ.

Cash & returns: Operating cash flow of $673 m and capex of $135 m delivered free cash flow of $538 m. After paying $600 m in dividends and executing $237 m of share buybacks, Tenaris ended the quarter with a strong $3.7 bn net cash position. EPS per ADS reached $0.99.

First-half view: Sales dropped 11 % YoY to $6.0 bn as North-American pricing weakened; EBITDA margin slid to 23.8 %. Free cash flow totalled $1.2 bn and EPS still grew 4 % due to reduced share count.

Outlook: Management foresees a moderate sales decline and margin pressure in H2 2025 owing to softer drilling activity and higher U.S. steel tariffs, though firmer OCTG pricing should offer partial relief.