Controlling owner of Tenaris (NYSE: TS) weighs share sales with 67% floor

Rhea-AI Filing Summary

Tenaris S.A. reports that its indirect controlling shareholder San Faustin S.A. and direct controlling shareholder Techint Holdings S.à r.l. have filed an amendment to their Schedule 13D with the SEC. In response to Tenaris’s ongoing share repurchase program, which has passively increased San Faustin’s percentage ownership, San Faustin’s board authorized Techint Holdings on September 17, 2025 to sell some Tenaris ordinary shares, as long as Techint Holdings’ stake does not drop below 67% of Tenaris’s total outstanding ordinary shares.

The controlling shareholders indicated that any sales will depend on market conditions and other factors, and there is no assurance that sales will occur or when. They also stated they do not currently intend to reduce their beneficial ownership below 67%, and have no present plans for extraordinary corporate transactions or major changes in Tenaris’s capital structure, though they may buy or sell additional shares over time depending on conditions.

Insights

Equity ownership and governance analyst

Controlling shareholders signal flexibility to sell, while keeping a 67% stake floor.

The key development is that Tenaris’s indirect and direct controlling shareholders have updated their Schedule 13D and obtained board authorization for Techint Holdings to sell Tenaris ordinary shares, as long as its stake remains at or above 67% of total outstanding shares. This is explicitly linked to Tenaris’s ongoing share repurchase program, which has passively raised their ownership percentage as the share count shrinks.

The disclosure emphasizes that any potential sales depend on market conditions and other factors, and that there is no assurance transactions will occur or when. The Reporting Persons also state they do not currently intend to reduce beneficial ownership below the 67% threshold and have no present plans for extraordinary corporate actions or significant additional acquisitions. Future changes in their stake will therefore reflect discretionary decisions within these stated boundaries.

For investors, this sets expectations that the controlling group aims to maintain clear majority control while retaining the option to sell some shares over time. Subsequent SEC ownership filings and updates to Schedule 13D will show whether meaningful sales actually take place and how closely the stated 67% floor is observed.

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 September 19, 2025

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   ✓  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’s controlling shareholder files an amendment to Schedule 13D in response to Tenaris’s ongoing 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: September 19, 2025

Tenaris, S.A.

By: /s/ Giovanni Sardagna

Giovanni Sardagna

Investor Relations Officer

 

Giovanni Sardagna

Tenaris

1-888-300-5432

www.tenaris.com

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

Luxembourg, September 19, 2025. - 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.

FAQ

What did Tenaris (TS) announce in this 6-K filing?

Tenaris announced that its indirect controlling shareholder San Faustin S.A. and direct controlling shareholder Techint Holdings S.à r.l. filed an amendment to their Schedule 13D with the SEC, describing potential sales of Tenaris ordinary shares while maintaining at least a 67% ownership stake.

Why did Tenaris’s controlling shareholders amend their Schedule 13D?

The amendment responds to Tenaris’s ongoing share repurchase program, which has reduced the number of outstanding shares and passively increased San Faustin’s beneficial ownership percentage. In this context, San Faustin’s board authorized Techint Holdings to sell some shares subject to a 67% ownership floor.

What ownership level do Tenaris’s controlling shareholders plan to maintain?

The Reporting Persons stated that Techint Holdings may sell Tenaris ordinary shares provided its stake does not fall below 67% of Tenaris’s total outstanding ordinary shares, and that they do not currently intend to reduce beneficial ownership below that level.

Are Tenaris’s controlling shareholders required to sell shares under this authorization?

No. The Reporting Persons said the timing, amount and manner of any sales will depend on market conditions and other factors, and there is no assurance that any sales will occur or when they might take place.

Do Tenaris’s controlling shareholders plan any extraordinary corporate transactions?

They reported that, except as described regarding potential share sales and the 67% ownership level, they do not have present plans or proposals for extraordinary corporate transactions or the acquisition of additional securities.

Can Tenaris’s controlling shareholders still buy more Tenaris shares?

Yes. They noted that although they do not currently intend to reduce beneficial ownership below 67%, they may from time to time, depending on market conditions and other factors, purchase or sell additional Tenaris ordinary shares.